annual report-11-12

CORPORATE OVERVIEW (1-31)

Board of Directors 2

Senior Management 6

Corporate Information 7

Chairman’s Statement 8

Designed to Deliver 12

Product Range 14

Global Presence 16

Milestones 18

Winners From Tata Motors 20

Customer Satisfaction 22

Green Mobility 24

Human Resources 26

Corporate Social Responsibility 28

FINANCIAL HIGHLIGHTS (32-45)

Pace in Performance 32

Summarised Balance Sheet and Statement

of Profit and Loss (Standalone & Consolidated) 36

Fund Flow Statement 40

Subsidiary Companies: Financial Highlights 41

Financial Statistics 44

STATUTORY REPORTS (46-122)

Notice 46

Directors’ Report 54

Management Discussion and Analysis 70

Report on Corporate Governance 100

Awards and Achievements 122

FINANCIALS

Standalone Financials (123-168)

Auditors’ Report 123

Balance Sheet 128

Profit and Loss Statement 129

Cash Flow Statement 130

Notes to Accounts 132

Consolidated Financials (169-206)

Auditors’ Report 169

Balance Sheet 170

Profit and Loss Statement 171

Cash Flow Statement 172

Notes to Accounts 174

Attendance Slip and Proxy Form

ANNUAL GENERAL MEETING

Date: Friday, August 10, 2012

Time: 3.00 p.m.

Venue: Birla Matushri Sabhagar,

19, Sir Vithaldas Thackersey Marg,

Mumbai 400 020.

CONTENTS

Tata Motors began operations in 1945. Since

that time, we have remained committed to our

values and our stakeholders.

We have maintained a consistent focus on

strengthening our organisation, and expanding

our presence. Today, through our subsidiaries

and associate companies, we already operate in

the UK, South Korea, Thailand, Spain and South

Africa.

Our forays are spearheaded by consistent

innovation to meet our customers’ needs. We

are equally focused on green technologies to

ensure sustainability.

Despite economic crests and troughs, we have

remained resilient. We have identified customer

aspirations, adapted to change and have

delivered with purpose.

Every day we are embracing better ways of

working and smarter ways of satisfying our

stakeholders.

We have been, and will remain, stable and agile.

1 Mr Ratan N Tata – ChairmanMr Tata holds a B.Sc. (Architecture) degree in structural

engineering from Cornell University, USA, and completed the

Advanced Management Program at Harvard Business School,

USA. He joined the Tata Group in 1962 and in 1991, Mr Tata was

appointed Chairman of Tata Sons Limited. He currently holds the

Chairmanships of major Tata companies. Mr Tata is associated

with various organizations in India and overseas significant being

Alcoa, Mitsubishi Corporation, the American International Group,

JP Morgan Chase and Rolls Royce. Mr Tata is also affiliated with

the Indian Institute of Science, the Tata Institute of Fundamental

Research and is the Chairman of the two of the largest private

sector promoted philanthropic trusts in India. During his tenure,

the combined revenues of Tata entities have grown over ten-fold

to annualized revenues of over US$100 billion.

The Government of India honoured Mr Tata with its second

highest civilian award, the Padma Vibhushan, in 2008. Earlier, in

2000, he had been awarded the Padma Bhushan. Mr Tata has also

been conferred honorary doctorates in business administration by

the Ohio State University, in technology by the Asian Institute of

Technology, Bangkok, in science by the University of Warwick and

a fellowship of the London School of Economics.

Mr Tata joined the Company’s board in 1981, became Executive

Chairman in 1988 and was appointed as the Non Executive

Chairman in 2001. Mr Tata is actively involved with product

development and other business strategies pursued by the

Company. Under his leadership, the Company has transformed

from being a leader in the domestic commercial vehicle market to

being India's largest automobile company, with strong businesses

in both commercial vehicles and passenger cars and a growing

international footprint. Some of his achievements include the

design and development of India’s first indigenously produced car,

the Indica, and the Nano, among the world’s cheapest cars and the

acquisition of Jaguar Land Rover.

2 Mr Ravi Kant – Vice-ChairmanMr Kant had his education at the Mayo College, Ajmer, the

Indian Institute of Technology, Kharagpur and did his Masters in

Management (Industry) from the Aston University, UK. He was

conferred with an Honorary D.Sc. by the Aston University, UK and

is an Honorary Industrial Professor at the University of Warwick,

UK. Mr Kant has extensive experience in the manufacturing and

marketing fields, particularly in the automobile industry. Prior to

joining the Company, he was with Philips India Limited as the

Director of the Consumer Electronics business.

He was awarded the BMA (Bombay Management Association)

Management Man of the Year Award 2008-09. The Indian

Institute of Metals conferred him with the Honorary Membership

of the Institute in the year 2010. He is also on the governing

Board of Vale Columbia Center on Sustainable International

Investment, SIFE Worldwide, the National Institute of Design,

1 2 3

4 5 6

BOARD OF DIRECTORS

2 Sixty - Seventh Annual Report 11-12

Ahmedabad, Chairman of IIM, Rohtak. He was the recipient of

the Golden Peacock Corporate Award for Business Leadership

for the year 2010 for his outstanding contribution in transforming

Tata Motors.

Mr Kant joined the Company as Senior Vice President in February

1999 and was appointed as an Executive Director (Commercial

Vehicle Business Unit) in July 2000 and as Managing Director in

July 2005. Upon retiring from his Executive position on June 1,

2009, Mr Kant continued on the Company’s Board of Directors as

Vice-Chairman.

3 Mr Nusli N Wadia – Independent DirectorEducated in the UK, Mr Wadia is the Chairman of Bombay

Dyeing and Manufacturing Company Limited and heads the

Wadia Group. He was appointed on the Prime Minister’s Council

on Trade & Industry in 1998, 1999 and 2000-04. Mr Wadia has

a distinct presence in public affairs and has been actively

associated with leading charitable institutions. He is also on the

Managing Committee of the Nehru Centre, Mumbai. He is also the

Chairman/Trustee of various charitable institutions and non-profit

organisations.

He was appointed as a Director of the Company with effect from

December 22, 1998.

4 Mr S M Palia – Independent DirectorMr Palia, a B.Com., LL.B., CAIIB and AIB (London), is a Development

Banker by profession. He was with Industrial Development Bank

of India (IDBI) from 1964-1989. During this period, he held various

positions including that of an Executive Director. He was also the

Managing Director of Kerala Industrial and Technical Consultancy

Organisation Limited, set up to provide consultancy services to

micro enterprises and small and medium enterprises. Mr Palia is

on the Boards of various companies in the industrial and financial

service sectors and is also actively involved as a trustee in various

NGOs and trusts.


May 19, 2006.

5 Dr R A Mashelkar – Independent DirectorDr Mashelkar is an eminent chemical engineering scientist. He

retired from the post of Director General from the Council of

Scientific and Industrial Research (CSIR) in 2006, after a tenure of

over 11 years. His leadership transformed CSIR into a user-focused,

performance-driven and accountable organisation.

Dr Mashelkar is the President of Indian National Science Academy

(INSA), National Innovation Foundation, Institution of Chemical

Engineers, UK and Global Research Alliance, a network of 60,000

scientists from five continents and has been honored with honorary

doctorates from 26 universities, including Universities of London,

Salford, Pretoria, Wisconsin and Delhi. Dr Mashelkar has also

been elected as Fellow/ Associate of Royal Society (FRS), London

National Academy of Science (USA), US National Academy of

Engineering, Royal Academy of Engineering, UK, World Academy of

Art and Science, USA and the Academy of the Developing World,

Trieste, Italy.

Dr Mashelkar has won over 50 awards and medals at national and

international levels, including the JRD Tata Corporate Leadership

Award and the Stars of Asia Award (2005). In the post liberalised

India, Dr Mashelkar through leadership of various organisations/

Government Committees has played a critical role in shaping

India's Science and Technology policies. The Government of India

honoured Dr Mashelkar with the Padmashri (1991) and the Padma

Bhushan (2000). Dr Mashelkar is also a director of several well

known companies.


August 28, 2007.

6 Mr Nasser Munjee – Independent DirectorMr Munjee was educated at the Leys School, Cambridge, UK and

holds Bachelor's and Master's degrees from the London School

of Economics, U K He joined Mr H T Parekh, Chairman, ICICI, to

establish, HDFC, the first housing finance company in India

Mr Munjee served HDFC for over 20 years at various positions

including being its Executive Director. He was the Managing

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3Board of Directors

Board of Directors

Director of IDFC up to March 2004. Since June 2005, he is the

Chairman of the Development Credit Bank (DCB). He is on the

Board of various multinational companies and trusts. Mr Munjee is

a Technical Advisor on the World Bank – Public Private Partnership

Infrastructure and Advisory Fund.


June 27, 2008.

7 Mr Subodh Bhargava – Independent DirectorMr Bhargava holds a degree in Mechanical Engineering from the

University of Roorkee. He served the Eicher Group of Companies

since 1975. He retired as the Group Chairman and Chief Executive

in March 2000 but continues as Chairman Emeritus, Eicher Group.

He was the past President of the Confederation of Indian Industry

(CII) and the Association of Indian Automobile Manufacturers and

the Vice President of the Tractor Manufacturers Association. He

was also a member of the Insurance Tariff Advisory Committee, the

Economic Development Board of the Government of Rajasthan.

He is currently associated as a Director of several Indian corporates

and multinationals.


June 27, 2008.

8 Mr V K Jairath – Independent DirectorMr Jairath holds a B.A. degree in Public Administration and an

LLB degree from the Punjab University. He also holds a Masters in

Economics from the University of Manchester, UK, and joined the

Indian Administrative Service in 1982.

Mr Jairath has over 25 years of experience in public administration,

rural development, poverty alleviation, infrastructure, finance,

industry, urban development and environmental management.

He has held various positions as the Managing Director of SICOM,

Secretary to the Governor of Maharashtra, Municipal Commissioner

of Kolhapur, Collector of Wardha, Principal Secretary (Industries),

Government of Maharashtra, besides being an Independent

Director on the Boards of Public Sector Companies and Banks. He

is currently on the Boards of Maharashtra Airport Development

Company and Avantha Power and Infrastructure Limited.


March 31, 2009.

9 Mr Ranendra Sen – Independent DirectorMr Sen, graduated from St. Xavier’s College and joined the Indian

Foreign Services in 1966. He served in various capacities at

Embassies and Consulates in Moscow, San Francisco and Dhaka,

as Deputy Secretary and Joint Secretary in the Ministry of External

Affairs and as Secretary to the Atomic Energy Commission. He was

also the Joint Secretary to successive Prime Ministers responsible

for foreign and defence policies, atomic energy, space and other

tasks.

Mr Sen was assigned as the Ambassador to Mexico (1991-1992),

Russia (1992-1998) and reunified Germany (1998-2002), as the

High Commissioner to the United Kingdom (2002-2004) and as

the Ambassador to the United States (2004-2009). He is the first

Indian to serve as envoy to three P-5 and four G-8 capitals and has

participated in about 180 multilateral and bilateral summits.


June 1, 2010.

10 Dr Ralf Speth – Non-Executive DirectorDr Speth is a Doctorate of Engineering in Mechanical Engineering

and Business Administration from Warwick University, UK and holds

a degree in engineering from Rosenheim University, Germany,

Dr Speth worked as a business consultant for a number of years

before joining BMW in 1980. After serving BMW for 20 years,

Dr Speth joined Ford Motor Company’s Premier Automotive Group

as Director of Production, Quality and Product Planning.

Dr Speth was appointed to the post of Chief Executive Officer at

Jaguar Land Rover on February 18, 2010. He is on the Board of

Jaguar Land Rover PLC, UK and is also the Chairman and Chief

Executive Officer of the two wholly-owned subsidiary companies,

Jaguar Cars Limited and Land Rover in UK.

Prior to this appointment, Dr Speth was Head of Global Operations

at the International Industrial Gases and Engineering Company,

The Linde Group.



November 10, 2010.

11 Mr Cyrus P Mistry – Non-Executive DirectorMr Mistry is a graduate of Civil Engineering from Imperial College,

UK and has a M.Sc. in Management from London Business School.

He joined the Board of Shapoorji Pallonji & Co. Ltd. as a Director

in 1991. He was appointed as the Managing Director of Shapoorji

Pallonji Group in 1994. He joined the Board of Tata Sons Limited in

2006 and was appointed Deputy Chairman in November 2011. He

is also on the Board of Tata Industries Limited, Tata Power Company

Limited, Tata Consultancy Limited, Tata Chemicals Limited, Tata

Steel Limited, Tata Teleservices Limited, Afcons Infrastructure

Ltd., Construction Federation of India, Imperial College Advisory

Board, on the Board of Governors of NICMAR, and is a Fellow of the

Institute of Civil Engineers.


May 29, 2012.

12 Mr R Pisharody – Executive DirectorMr Pisharody is an alumni of IIT Kharagpur and IIM Calcutta. He

joined the Company in 2007 as Vice-President (Sales and Marketing,

CVBU) and was later elevated to President (CVBU) in 2009.

Mr Pisharody played a significant role in doubling commercial

vehicle volumes and also oversaw the launch of commercial

vehicles, including the Company’s entry into world class product

platforms such as the Prima and Ultra. Prior to joining the

Company, he worked in various roles with M/s Castrol India Ltd.,

BP Singapore Pte. Limited and Philips India Limited. He has over 30

years’ experience in sales, marketing and business development.

Mr Pisharody was appointed as Executive Director (Commercial

Vehicles) of the Company w.e.f. June 21, 2012.

13 Mr S B Borwankar – Executive DirectorMr Borwankar is a Mechanical Engineer with honours from IIT,

Kanpur. He joined the Company in August 1974 and has been

responsible in various executive positions for overseeing and

implementing product development, manufacturing operations

and quality control initiatives. He played a significant role in

setting up greenfield projects for M&HCVs, axle components,

designing and production of trims and chassis. He has over 37

years of experience in manufacturing and quality control with the

Company.

Prior to his induction on the Board, Mr Borwankar was Senior Vice

President (Manufacturing Operations, CVBU).

Mr Borwankar was appointed as Executive Director (Quality,

Vendor Development & Strategic Sourcing) of the Company w.e.f.

June 21, 2012.

7 8 9

10 11 12 13

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5Board of Directors

MANAGEMENT

TEAM

Management Team

R Pisharody Executive Director (Commercial Vehicles)

S B Borwankar Executive Director (Quality, Vendor Development &

Strategic Sourcing)

C Ramakrishnan Chief Financial Officer

T Leverton Head, Advanced and Product Engineering

Prabir Jha Senior Vice President (Human Resources)

P Y Gurav Senior Vice President (Corp Finance - Accts & Taxation)

S Krishnan Senior Vice President (Latin America Operations)

A A Gajendragadkar Vice President (Corp Finance and Business Planning)

A K Jindal Head Engineering (Comm. Vehicles - ERC)

Anil Kapur Vice President - Sales (CVBU)

A S Puri Vice President (Govt. Affairs & Collaboration)

B B Parekh Chief (Strategic Sourcing)

Girish Wagh Head (Passenger Car Operations)

H K Sethna Company Secretary

Karl-Heinz Servos Project Director (Joint Projects)

N Pinge Vice President (Internal Audit)

P Chobe Head - Jamshedpur Plant

R Bagga Vice President (Legal)

R Ramakrishnan Vice President (Commercial - PCBU)

S Ravishankar Vice President (Engg. Systems, ERC)

Vikram Sinha Head (Car Plant - PCBU)


CORPORATE

INFORMATION

Registered OfficeBombay House

24, Homi Mody Street

Mumbai 400 001

Tel: +91-22-6665 8282

Fax: +91-22-6665 7799

Email: [email protected]

Website: www.tatamotors.com

WorksJamshedpur

Pune

Lucknow

Pantnagar

Sanand

Dharwad

Company SecretaryH K Sethna

Share RegistrarsTSR Darashaw Limited

6-10, Haji Moosa Patrawala Industrial Estate

20, Dr. E. Moses Road, Mahalaxmi, Mumbai-400 011

Tel: +91-22-6656 8484;

Fax: +91-22-6656 8494

Email: [email protected]

AuditorsDeloitte Haskins & Sells (Registration No. 117366W)

BankersState Bank of India

Bank of America

Bank of Baroda

Bank of India

Bank of Maharashtra

Central Bank of India

Citibank N.A.

Corporation Bank

Deutsche Bank

HDFC Bank

HSBC

ICICI Bank

Standard Chartered Bank

Union Bank of India

Punjab National Bank

Indian Bank

IDBI Bank

Karur Vysya Bank

Federal Bank

United Bank of India

Allahabad Bank

State Bank of Patiala

Andhra Bank

State Bank of Mysore

ING Vysya Bank

Corporate Identity Number (CIN)L28920MH1945PLC004520

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7Corporate Information

Dear Shareholders,

Global sales of passenger cars and commercial vehicles grew by 3.6% and 5.8% respectively during the year. In the United States, where there are clear signs of growth, sales increased by 9.8% for cars and 14% for commercial vehicles, whereas in Western Europe and the U.K., where there has been only marginal growth, sales declined for cars but increased for commercial vehicles. In Asia, the main drivers of growth have been China and India, which have collectively registered growth, albeit at lower levels than the previous year.

In the U.S., the ‘big three’ automobile manufacturers registered volume growth and profits during the year. Ford, which declined a government bail-out package, did an outstanding job of increasing sales and establishing profitable operations through the introduction of smaller, fuel-efficient vehicles which appealed to the consumers. Chrysler, (under Fiat management), which did avail of the government bail-out package, had a remarkable turnaround with new products, restructuring and tremendous employee motivation. General Motors, which was perhaps in the worst position in the earlier period, was, with the help of the government bail-out package, also able to establish a profitable level of production in the year, with the introduction of smaller, more fuel-efficient cars.

In Europe, where sales have been more or less stagnant, the competition has been fierce. Volkswagen and their affiliates have continued to be, by far, the largest automobile company in Europe for passenger cars.

“Tata Motors will strive to retain its market prominence domestically and internationally and will continue to be a responsible corporate citizen wherever it operates and do the right thing for all its stakeholders and the communities which it serves.”

Ratan N Tata

CHAIRMAN’S STATEMENT


Mercedes- Benz, the market leader, was overtaken by BMW and then further relegated to the number three position by Audi. More fuel-efficient cars, hybrids and electric vehicles continue to be of interest, but a major attraction appears to have been city cars which are small and highly fuel-efficient or are electrically driven.

By contrast, Asia has continued to register growth, mainly from domestic and overseas sales growth in China and India. China has emerged as the largest car market and car producing center of the world. Chinese brands have started to appear in world markets and in all probability these will grow into international brands in the next few years.

The year saw increased sales of passenger cars and commercial vehicles in India over the previous year, the main growth being at the low end, with an emphasis on new, fuel-efficient cars and a shift of preference to diesel. The domestic consumer showed considerable interest in small SUVs and in all luxury brands.

The year has been a mixed bag for Tata Motors. The Company retained its market leadership in commercial vehicles and gained further market strength through the highly successful Ace and Magic – its new line of light pick-up trucks. On the other hand, passenger car sales were below expectations, even though sales of the Nano increased over the previous year.

In the coming years, Tata Motors’ predominance in commercial vehicles will be challenged by the entry of international brands like Mercedes-Benz, Volvo and Navistar which have all entered, or are in the process of entering India. A new line of very competitive, fuel-efficient vehicles is being developed by Tata Motors to meet the competition head-on. In passenger cars, Tata Motors will face even greater competition from the many automotive brands that are in the country. The Company will need to address the marketplace more effectively with its existing and future

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9Chairman’s Statement

Chairman’s Statement

products in order to regain the level of market share that it earlier enjoyed. The fundamental economies of the Nano, which was globally acclaimed when it was unveiled in 2008 and which was plagued with start-up roadblocks in the state of West Bengal, will continue to establish itself in the Indian market with a wider sales and service network. The potential market for such an affordable car is enormous throughout the developing world.

Jaguar Land Rover’s operations have shown impressive growth in sales and profitability. Sales have increased by 37% and 29% respectively in value and volume over the previous year. The Company has undertaken its mostambitious product development program in its history, and will be launching several new sports sedans and sports cars in the next two years in order to provide dealers with a more competitive and wider product range. The Company will also be offering cars with new higher-powered, more fuel-efficient engines to meet the customer preferences. Face-lifted and new models of the Range Rover as well as a competitively-priced new line of rugged, lifestyle vehicles under the Land Rover brand are also scheduled to be launched. New manufacturing facilities are being considered in China to better meet market demand for Jaguar and Range Rover in the region.

The automobile sector impacts the lives of millions worldwide. It creates a huge number of direct and indirect jobs – and drives the quest for new technologies, lighter, stronger materials as well as new processes and business models. It has resulted in some of the most important infrastructure investments in many countries – highway systems which connect cities, connect production centers to markets and rural areas, and connect communities separated by water and mountains through bridges and tunnels. While commercial vehicles constitute one of the main forms of competitive goods transport, based on a business proposition, the passenger car is probably one of the most emotive products in the world today. Despite the much greater interest in performance, advanced


technology and reliability, the acquisition of a car continues to have an important element of emotional buyer attraction based on design, style and visual appeal which results in a sale.

The automotive industry has been, and probably will always be, a barometer of the economic health of a nation, and remains a symbol of a nation’s prosperity. It will play an important role in the development of India. Tata Motors will strive to retain its market prominence domestically and internationally and will continue to be a responsible corporate citizen wherever it operates and do the right thing for all its stakeholders and the communities which it serves.

In ending, I would like to express my special thanks and deep appreciation to all the employees of Tata Motors in India, the Republic of Korea and other locations for their commitment and dedication to meet the Company’s goals. I especially want to recognize and express my appreciation to the employees of JLR for their impressive achievement in the overall performance of JLR in the year under review. I would also like to express my deep appreciation to you, our shareholders, for the support and understanding you have given to us in good times and bad.

Without the support of employees and without the understanding and the support of our unions and shareholders, none of what we have been able to do could have been achieved.

Mumbai, June 21, 2012 Chairman

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11Chairman’s Statement

`170,678 Crores

Over 6.5 Million

59,000+

6,600+

129

Tata Motors is among the largest automobile manufacturing companies in the world by volume, with a presence across a range of passenger cars and commercial vehicles.

Among our global associations is Jaguar Land

Rover, the business comprising two marquee British

brands – Jaguar and Land Rover.

We are India’s largest automobile company, offering

one of the most comprehensive portfolios to cater

to the widest customer cross-section.

We enjoy a leading position in the commercial

vehicle industry in most segments. We also figure

among the top three in passenger car players in

the country with differentiated products in the

compact, midsize car and utility vehicle segments.

DESIGNED TO DELIVER

Consolidated

revenues in 2011-12

Tata vehicles running on

Indian roads, since the first

car rolled out in 1954

Consolidated team strength

Sales and service touch

points for Tata Motors and

Jaguar Land Rover

Country Footprints

(across six continents)

Tata Nanothe world’s most affordable car

Land Rover Evoquewon over 100 awards since its launch in 2011

Tata IndicaIndia’s first indigenously manufactured passenger car

Jaguar E-Typethe most iconic car of the past 50 years in the UK

Tata Ace India’s first indigenous light commercial vehicle

Tata SafariIndia’s first sports utility vehicle

Visible Leadership


Recognised in India and the World

4th

Largest manufacturer of trucks in the world(by volume)

No. 1Commercial vehicle manufacturer in India

3rd

Largest passenger vehiclemanufacturer in India

Largest bus manufacturerin the world (by volume)

Range Rover Evoque Plant, Halewood, UK

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13Designed to Deliver

Small Commercial Vehicle (SCV) – sub-1 ton

Ace

Ace Zip

Magic (Passenger)

Magic Iris (Passenger)

Pickup – 1-1.5 tonRX Pickup

Xenon Pickup

Super Ace

Light Commercial Vehicle (LCV) /Intermediate Commercial Vehicle (ICV) – 2.25-7.5 ton

407, 709, 712, 909, 1109

Ultra range

MicroNano

CompactIndica (eV2, Vista, Xeta)

Indigo (eCS)

MidsizeIndigo

Indigo Manza

Passenger Cars

Commercial Vehicles

PRODUCT RANGE


Medium & HeavyCommercial Vehicle (M&HCV) – 15-42 ton

LP & Novus range

Prima Trucks, Tippers & Tractors

VansVenture (also a passenger vehicle)

Winger, Winger Platinum

Buses and Coaches

Utility Vehicle (UV)Sumo Gold

Sumo Grande

Safari

Aria

Premium and Luxury SUVLand Rover (Freelander,

Defender, Discovery, Range

Rover, Range Rover Sport, Evoque)

Premium and Luxury CarJaguar (XF, XJ, XK)

Globus

Starbus

Divo

Cityride

Xerus

Intea

Habit

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15Product Range

Manufacturing Facilities

R&D Centres

Presence

Tata Motors has emerged as an automobile company

of global repute, spanning 129 countries across

six continents. Through operations, R&D, a robust

dealership network and exports, we are among India’s

largest multinational companies.

1 United States2 UK 3 India4 China

Rest of Europe5 Austria 6 Azerbaijan 7 Belgium8 Bulgaria 9 Croatia 10 Cyprus11 Denmark 12 Finland 13 France14 Germany 15 Gibraltar 16 Gran Canaria17 Greece 18 Hungary 19 Iceland20 Ireland 21 Italy 22 Macedonia23 Malta 24 Moldova 25 Netherlands26 Norway 27 Poland 28 Portugal29 Romania 30 Slovakia 31 Slovenia32 Spain 33 Sweden 34 Switzerland35 Tenerife 36 Turkey 37 Ukraine

Rest of the World38 Afghanistan 39 Algeria 40 Angola41 Argentina 42 Australia 43 Bahrain44 Bangladesh 45 Bhutan 46 Bolivia47 Brazil 48 Brunei 49 Canada50 Chile 51 Colombia 52 Congo53 Costa Rica 54 Cuba 55 Djibouti56 Dominican Rep. 57 East Timor 58 Ecuador59 Egypt 60 Eq. Guinea 61 Ethiopia62 Falkland Isles 63 Gabon 64 Ghana65 Guatemala 66 Hong Kong 67 Indonesia68 Iraq 69 Israel 70 Ivory Coast71 Jamaica 72 Japan 73 Jordan74 Kenya 75 Korea 76 Kuwait77 Laos 78 Lebanon 79 Liberia80 Libya 81 Malaysia 82 Maldives83 Mauritius 84 Mexico 85 Mongolia86 Morocco 87 Mozambique 88 Myanmar89 Nepal 90 New Caledonia 91 New Zealand92 Nigeria 93 Oman 94 Pakistan 95 Palestine 96 Panama 97 Papua New Guinea98 Paraguay 99 Peru 100 Philippines 101 Qatar 102 Russia 103 Rwanda104 Saudi Arabia 105 Senegal 106 Seychelles107 Sierra Leone 108 Singapore 109 South Africa110 South Korea 111 Sri Lanka 112 Sudan 113 Syria 114 Tahiti 115 Taiwan116 Tanzania 117 Thailand 118 Togo119 Tunisia 120 Uganda 121 UAE122 Uruguay 123 Uzbekistan 124 Vanuatu 125 Venezuela 126 Vietnam 127 Yemen 128 Zambia 129 Zimbabwe

1

49

19

41122

4698

99

51125

58

53

96

65

84

54

5671

47

50

62

GLOBAL

PRESENCE


INDIATata Motors

JamshedpurTruck factory, engine and drivelines factory

PantnagarCommercial Vehicles (Ace, Magic)

DharwadCommercial Vehicles (Marcopolo buses, L&SCVs)

Pune (Pimpri & Chinchwad)Production Engineering Division, Passenger Car &

Commercial Vehicle Divisions, Electronics Division, ERC

SanandPassenger Cars (Nano)

LucknowCommercial Vehicles (Marcopolo buses)

UKJaguar Land Rover

Castle Bromwich

Jaguar XK, XJ and XF

Halewood

Freelander, Range Rover Evoque

Solihull

Range Rover, Range Rover Sport, Discovery, Defender

Gaydon & Whitley

Design and Engineering Centres

THAILANDTata Motors Thailand

Pick-up trucks

SPAINTata Hispano Carrocera

Buses and Coaches

MOROCCOTata Hispano Mahgreb

Buses and Coaches

SOUTH AFRICATata Motors SA

Commercial Vehicles

SOUTH KOREATata Daewoo

Commercial Vehicles

ITALYTrilix

Design House

3

72

75

66

68

73

78

69

6

43

5561

59

8

95

11

12

13

15

1686

18

20

22

23

24

7

33

32

29

34

35

36

30 37

39

4063

52

42

90

124

114

44

108

82

83

45

48

67

57

97

60

6470

74

106

76

77

79

80

85

123

87

109

88

89

91

92

118

93

9438

100

101

102

103

120

104

105

107

110

111

112

113

115

116

116

119

121

126

127

128

129

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17Global Presence

Joint Ventures and Acquisitions

6,000,000

5,000,000

4,000,000

3,000,000

2,000,000

1,000,000

Product Launch

1945-46

Incorporated as an engineering and

locomotive manufacturing company

1958-59

Set up of R&D Centre at Jamshedpur

1971-72

Introduction of DI Engines

1984-85

First hydraulic excavator produced

with Hitachi Japan

1998-99

2 millionth vehicle rolled out

2008-09

Started production of Ace at Pantnagar

Key Milestones

1948-49

Steam road roller introduced in

collaboration with Marshall Sons UK

1966-67

Set up of ERC at Pune

1978-79

Started production of Commercial

Vehicles from Pune

1991-92

Rollout of 1 millionth vehicle

2002-03

Renamed Tata Motors Limited

1954-55

Collaboration with Daimler Benz AG for

manufacturing of MCVs at Jamshedpur

1968-69

Collaboration with Daimler

Benz AG ended

1982-83

Started manufacturing Heavy

Commercial Vehicles

2004-05

Listing on New York Stock Exchange,

rollout of 1 millionth passenger car

19

45

-46

60

-61

70

-71

49

-50

46

-47

47

-48

48

-49

50

-51

51

-52

52

-53

61

-62

71

-72

53

-54

62

-63

72

-73

54

-55

63

-64

73

-74

55

-56

64

-65

74

-75

56

-57

65

-66

75

-76

57

-58

66

-67

76

-77

58

-59

67

-68

77

-78

59

-60

68

-69

78

-79

69

-70

Sta

nd

alo

ne

Tu

rno

ve

r (`

La

kh

s)

MILESTONES


2008-09Sumo Grande MK II, Manza, 407 Pickup,

Super Ace, Ace Ex, Nano

2011-12Aria 2x2, Nano 2012,

Indigo eC S

2000-01Indica V2, CNG Indica,

Safari EX

2001-02Indica V2 Petrol, 207 DI, Sumo +, Indigo,

EX Series of Commercial Vehicles

2003-04Indica V2, LPT 909 EX,

Sumo Victa, Indigo Marina

1999-2000Indica 2000 (Euro II), CNG Buses, 1109 ICV,

UV (Euro II)

2005-06Indica V2 Xeta,

Starbus, Globus

2004-05Ace, Safari DICOR,

Indica V2 Turbo Diesel, TL 4x4, Novus

2006-07Indica V2 2007,

Spacio, Magic, Winger, Sumo Victa Turbo DI, Safari DICOR 2.2 VTT

2007-08Indica Vista, Indica V2

DICOR, Indigo CS

2010-11Divo Luxury Coach, Starbus Ultra, Sumo

Gold, Indica eV2,Magic Iris, Ace Zip

2010-111. Remaining 79% stake in Hispano 2. 80% stake acquisition in Trilix Srl

2003-04Daewoo Commercial Vehicle Company (renamed as Tata

Daewoo Commercial Vehicle Company Limited)

1993-94JV with Cummins for high

horsepower and emission-friendly diesel engines

2005-06JV with Marcopolo Brazil

2008-091. Jaguar Land Rover acquisition2. Incorporation of Tata Motors

(SA) Proprietary Limited

2004-0521% stake acquisition in

Hispano Carrocera

2006-07JV with Thonburi Automotive

Assembly Plant Co. Limited Thailand

1986-87407608

1990-91Sierra

1991-92Estate

1993-94Sumo, LPT 709

1995-96Sumo Deluxe

1997-98Safari, Indica

1996-97Sierra Turbo

80

-81

96

-97

06

-07

81

-82

87

-88

97

-98

07

-08

82

-83

88

-89

98

-99

08

-09

83

-84

89

-90

99

-20

00

09

-10

84

-85

90

-91

00

-01

10

-11

85

-86

91

-92

01

-02

11

-12

86

-87

92

-93

02

-03

93

-94

03

-04

94

-95

04

-05

95

-96

05

-06

79

-80

2002-03135 PS Safari EXi Petrol, SFC 407,

EX Turbo

2009-10Prima truck with Tata

Daewoo

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19Milestones

Tata 407With close to 75% market share, the 407 enjoys about

55% first-time owners, reinforcing self-employment.

Since its launch 25 years ago, the 407 has sold over

500,000 units. Launched in 1986, the Tata 407 family

contributes seven out of every 10 vehicles sold in

the Light Commercial Vehicle (LCV) category in India.

The Tata 407 was among the first in the LCV category,

which was designed for Indian markets, characterised

by overloading, inhospitable terrains, focus on fuel

efficiency and low operating costs. The 407 platform was

extended to meet diverse needs of goods and people

movement.

AceWith the Ace line of trucks, Tata Motors created a new

segment in the CV category – the Small Commercial

Vehicle (SCV). The SCV segment targeted three-wheeler

drivers, who aspired to graduate to the quality and safety

of four-wheelers. The Ace offers superior safety, versatile

performance in varied conditions, ease-of-maintenance,

style, comfort and cost-effectiveness. Launched in 2005,

the Tata Ace, India's first four-wheel mini truck changed

the face of sub 1-tonne goods-carriage in India forever. It

sold 100,000 in its first 20 months.

EvoqueThe Evoque is the smallest, lightest and most fuel-

efficient Range Rover model till date. It uses natural and

recycled materials, resulting in substantially low energy

demand and minimal carbon footprint. Contemporary

styling and plentiful personalisation opportunities

makes Evoque a preferred vehicle on road. Since going

on sale, the Evoque has won over a 100 awards

worldwide for exceptional design, performance and

technology, including Top Gear Car of the Year, World

Design Car of the Year and North American Truck of the

Year. The car has seen retail sales of over 50,000 units in

the first six months since its launch.

Since its launch 25 years ago, the 407 has sold over 500,000 units.

The Evoque uses natural and recycled materials, resulting in low energy demand and minimal carbon footprint.

The Tata Ace, India’s first four-wheel mini truck changed the face of sub 1-tonne goods-carriage in India.

WINNERS FROM TATA MOTORS


IndicaThe Tata Indica, India’s first indigenously made

passenger car, was built to deliver on the promise

of 'More car per car'. It set standards for interior

space and value for money. As a hatchback Indica

was originally intended to be a single-user car. It was

adapted to fit Indian needs, i.e. to be a chauffeur-

driven, family car. Indica’s engineering created room

for three people in the back seat, provided extra leg

space, and fitted a robust rear suspension system. As

a result, the Indica has become a best-selling car in

some of the most competitive hatchback markets

worldwide.

NanoThe Nano provides a safe and affordable alternative

to two and three-wheeler owners in India. The lowest

cost passenger car in the world, the price of the Nano

was optimized by reducing the amount of steel used

in its construction. Launched in 2009, the car was

hailed as a path-breaking initiative, creating the

Micro compact segment in the Indian Passenger Car

industry. A refreshed version of the Nano was launched

in 2012, equipped with a more powerful engine and a

greater fuel efficiency of 25.4 km per litre, improving its

record as India's most fuel efficient petrol car.

SafariReleased in 1998, the Tata Safari was the country’s

first premium, indigenous thoroughbred 4-door

Sports Utility Vehicle (SUV), designed, developed

and manufactured entirely in India. The Safari got

a huge response from car owners, becoming very

popular in India. It catalysed the SUV segment with its

rugged looks and contemporary styling, adding luxury

to powerful off-road capabilities. Designed to provide

superior passenger comfort, the Safari cabin features

extra legroom, high seating and plush interiors, making

it an easy drive on and off the road.

The Safari catalysed the SUV segment with its rugged looks and contemporary styling.

The Indica has become a best-selling car in some of the most competitive hatchback markets worldwide.

The lowest cost passenger car in the world, the price of the Nano was optimized by reducing the amount of steel used in its construction.

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21Winners from Tata Motors

Delighting

customers

Our focus on customer satisfaction has been the driving force behind the channel expansion strategy over the past year.

2011-12 witnessed a surge in terms of pan-India Tata

Motors Service Centres. Workshops have been added

across the nation to improve customer reach. We

have also connected with customers through various

contact programmes organised at channel partners

to improve customer satisfaction. Additionally, Tata

Service Centres are located every 50-70 km along

major highways. Continued commitment to the

customers has resulted in the establishment of Tata

Alert, a 24x7 call centre. This allows us to provide

spot service within one hour of a call from a stranded

Tata customer.

The ‘EXCEED’ (Exceeding Customer Expectations

through Enablement of Distribution Network)

programme has a three-step strategy to engage

dealers, who in turn impact customer delight. The

first step is to promote a partnership with the dealer.

Tata Motors then works to ensure dealer profitability.

Customer feedback is continuously fed back into the

process, while a dealer scorecard highlights areas

of excellence and addresses areas of concern in the

dealer-customer engagement process. Together,

these initiatives create a robust process and ensure

enduring customer delight.

THE ‘EXCEED’ PROGRAMME

CUSTOMER FEEDBACK

DEALER SCORECARD

CUSTOMER DELIGHT

DEALER ENGAGEMENT

DEALER PROFITABILITY

CONTRIBUITION TO HR PRACTICES


Subsequent to the launch of the Ace variants, our

focus on rural markets has increased. New market

initiatives, such as the NEEV programme, a rural

marketing initiative, and Tata OK, the used vehicle

exchange business, have provided rural customers,

greater access to Tata commercial vehicles.

In view of the varied customer aspirations, Tata

Motors launched the National Customer Day initiative

on October 23, 2011 to deepen customer connect.

Further, the introduction of Tata Delight, a Customer

Loyalty Programme, allows owners to earn rewards for

commercial vehicle-related products.

Jaguar was announced as the ‘Number 1 Car

Manufacturer’ in the What Car? J.D. Power Survey

2012. The 2012 UK Vehicle Ownership Satisfaction

Study was based on the evaluations of nearly 18,000

owners after an average of two years’ ownership.

Every aspect of vehicle ownership was rated from

performance, design and comfort to quality, reliability,

cost of ownership, economy and dealer service

satisfaction.

The Land Rover Experience, with Pro-user training,

provides potential clients the opportunity to get

behind the wheel of a Land Rover and Range Rover for

a driving session. Experienced instructors are on hand

to share tips and techniques for specialist professional

training. This training provides people, who drive for

a living, the tools and confidence to perform to the

best of their ability.

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23Customer Satisfaction

practices reduces environmental impact. Tata Motors

was the first Indian company to introduce vehicles

with Euro norms well ahead of the mandated dates.

Tata vehicles meet European End-of-Life Vehicle

(ELV) Directive standards to maintain metal and non-

metallic material balance, such that a maximum of 5%

of the vehicle weight becomes waste to landfill.

Jaguar Land Rover is the global leader in the use of

aluminium and other lightweight materials to reduce

vehicle weight. Two of the current products within

the portfolio use this technology – the Jaguar XJ

and Jaguar XK. Going forward, Jaguar Land Rover

plans to deploy its core competence in aluminium

construction across more models in its range. Jaguar

Land Rover continues to invest in new technologies,

including developing sustainable technologies to

improve fuel economy and reduce CO2 emissions.

Its environmental vehicle strategy focuses on new

propulsion technology, weight reduction and

reducing parasitic losses through the driveline.

Projects like REEVolution, REHEV and Range-e

represent some of the research projects undertaken

for the electrification of premium sedan and all-

terrain vehicles.

We believe future mobility should be environment friendly. Eco-sensitivity is more than a philosophy at Tata Motors; it reflects in our day-to-day operations and products.

We are committed to sustainably reduce our

carbon footprint. Use of alternative energy

sources (solar, wind and natural gas) have enabled

us to reduce carbon emissions from our plants.

To ensure that products are environmentally sound,

balance of materials in vehicle components are

consistently renewed, extended life lubricants and

fluids are developed and ozone-friendly refrigerants

are used. Additionally, we have implemented

environmentally sensitive technologies in the

manufacturing processes and use some of the world's

most advanced equipment for emission check and

control.

Improving energy efficiency, forms the second pillar of

Tata Motors’ commitment to environment protection.

We remain at the vanguard of the Indian automobile

industry's anti-pollution efforts by introducing

cleaner engines.

Vehicle efficiencies have improved, on an average,

by 5% year-on-year, allowing for greater fuel

efficiencies. The promotion and maintenance of best

Accelerating

green mobility


Range_e is Jaguar Land Rover's technology

concept for a plug-in hybrid diesel-electric

power train. It marks a global first as a luxury all-

wheel drive vehicle powered by plug-in hybrid

system. The vehicle, based on the Range Rover

Sport, can be driven for more than 20 miles on its

electric power, creating zero tailpipe emissions.

Beyond this range the diesel hybrid drive train

engages seamlessly and continues to optimise

CO2 emissions. The Range_e is one of a number

of Land Rover projects supported by the UK

Government's Technology Strategy Board. The

technology showcased in Range_e is destined to

be deployed in production vehicles.

Total reduction in CO2 from

Gas and Electricity for

Jaguar Land Rover

(Over previous year)

Total reduction in Water

Usage for Jaguar Land Rover

(Over previous year)

19%

15%

The Range_e concept

Some CNG models in

Tata Motors’ portfolio

Electric models in Tata

Motors’ portfolio

Indica EV

Ace EVIndigo XL

Ace CNG

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25Green Mobility

employees to take ownership of knowledge

accretion, while the latter provides a platform for

senior management to share their expertise.

Enablers, such as the ‘One Tata Motors’ culture,

leverage interdepartmental synergies. Therefore,

greater opportunities to learn from and contribute

to the organisation are created. Combined with

a rearticulated compensation philosophy and

reworked variable pay plan, these initiatives ensure

that Tata Motors remains performance-oriented and

talent-driven.

To drive and support our business growth, we have

increased our total workforce to nearly 23,000 people

at Jaguar Land Rover. We recruited over 6,200 Salaried,

Hourly and Agency workers during the course of the

year (including the highest ever intake of over 330

graduate trainees). Jaguar Land Rover is recognised

as a preferred employer in the UK. Increasing

numbers of International Service assignments have

commenced to support global operations, and a

new National Sales Company has been established

in China.

Tata Motors believes in a progressive people

culture. We ensure that a judicious mix of people

is maintained in our workforce. This is achieved

through hiring multi-skilled people both from within

the automobile industry and from other sectors.

In addition, a regular and consistent recruitment

programme at engineering and management

institutes ensures a steady stream of high quality

people getting inducted to fuel the growth plans.

We also have ongoing partnerships with Industrial

Training Institutes, besides our own professional

training centres, to recruit shop-floor workforce.

A clearly defined HR strategy is based on the

premise that people drive annual performance,

(a short-term goal), and also strengthen long-term

organisational objectives. Programmes like mini-

assessments and the Fast Track Selection Scheme

(FTSS) ensure that talent is spotted early and given an

opportunity to mature into leaders.

Capability development, spearheaded by the Tata

Motors Academy, has enabled knowledge-sharing

through initiatives, such as Learning Management

Systems (LMS) and iTeach. The former allows

The Tata Motors Group employs over 59,000 people. Our people are as diverse as our organisation, because they come from various nationalities and ethnicities, have a wide range of skill sets, knowledge and experience levels. This diversity facilitates debate, dialogue and fresh perspectives, and ingrains a lateral thinking mindset across the organisation.

Developing

talent


We have increased our total

workforce to 23,000 at Jaguar

Land Rover. We recruited over

6,200 workers including 330

graduate trainees.

Employee satisfaction rate

rose to an all time high

of 65% in the Employee

Engagement Survey.

23,000

65%

Reinforce ‘One Tata Motors’ culture

Performance and rewards

Simple and IT enabledpeople processes

Customer centric organisation redesign

High engage-ment culture

Strategic talent managementand leadership development

Learning and capabilitydevelopment

Seamlessintegration

Powerfulemployer brand

Enabling organisational development

Sustained customer delight and business performance

Enabling business growth

Organisational enablers

Organisational renewal

Talent and leadership

We work hard to retain our talented staff, and during

the year our employee turnover rate remained

low at 1.8% for the salaried population and

0.9% for the hourly population. Relationships

with employees and their representatives remain

positive and constructive, with no strikes. The 2011-

12 Employee Engagement Survey was extended

to all hourly paid employees for the first time this

year, and employee satisfaction rates for salaried

employees rose to an all-time high of 65%, from 57%

in the previous year. An extended working week

was introduced, with 58% of salaried staff opting to

extend their working hours.

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27Human Resources

PARTNERING

WITH THE COMMUNITY

A signatory to the United Nations Global Compact, Tata Motors is committed to Corporate Social Responsibility. Our community initiatives span key areas of education, healthcare, environment conservation and employability. Sustainability of the organization focuses on creating value in the long term, monitoring economic, social,environmental and intangible performances and paying attention to stakeholder satisfaction.

Tata Motors, governed by the Tata Code of Conduct

(TCoC), has a commitment towards conducting

business in a responsible manner. We have been

regularly disclosing our non-financial performance

in the public domain in the form of a Sustainability

Report. Available on our website, the Sustainability

Report provides comprehensive information on our

sustainability agenda and performance. The report

on Global Reporting Initiatives’ G3.1 Guidelines was

externally assured. It received the highest rating of A+

and also serves as our Communication on Progress on

the United Nations Global Compact principles.

EducationEducation initiatives implemented include

scholarships, infrastructure and facility

improvement to allow greater access to quality

education, implementing extra-curricular activities for

overall development of students and teacher training

programs.

A joint team of journalists and employees of Tata

Motors Thailand donated items such as sun-filter

shades to help block sunshine on the school

playgrounds, life-vests for children in the Baan

Phukhem school, Amphur Kaengkrachan and

Phetchburi. Since most of them travel to school via

boat, towels, blankets, rice, slippers and various other

essentials in addition to a financial donation for the

construction of the sun-filter shades.

Monetary donations of KRW 35 million were made

by Tata Daewoo for delivery of coal briquette,

scholarships for school-going children in South Korea.

Training program for teachers in Jeonbuk, South

Korea, and an alliance with Gunsan Yongkwang Girls’

Middle School was formed under the ‘Company

School Alliance Program.’

Kalokhe Wadi Students


Employability and Skill AdvancementTo promote skill-based employment for youth Tata

Motors collaborates with 112 Industrial Training

Institutes (ITI) across 19 states under the Institute

Management Committee (IMC) Model. At the plant

level, training is provided to women through Self Help

Groups to empower them. The empowerment paves

the way for economic self-reliance. Tata Motors

Grihini Social Welfare Society, which employs

more than 1000 women, achieved a significant

milestone by crossing a turnover of ` 13 crores.

To align community initiatives with core business

processes, we initiated a ‘Driver Training Programme’

with a target of training 3.4 million youth over a

period of ten years.

To boost skill advancement of UK’s workforce, Jaguar

Land Rover implements initiatives such as the ASAS,

an Interactive Learning Programmes and a partnership

with the Institution of Mechanical Engineers (IMechE).

The ASAS scheme bridges the gap between existing

skill sets and expected demand of skills in the future.

The scheme, based on a programme developed by

Jaguar Land Rover in partnership with leading English

Universities, offers engineers the chance to develop

the green and future engineering skills which will be

needed to create world-leading new products and

technologies over the next decades.

Jaguar Land Rover with Birmingham Metropolitan

College forged a partnership to deliver Interactive

Learning Programmes for schools and colleges at

the Jaguar Land Rover Education Business Partnership

Centres in Solihull and Castle Bromwich, Birmingham.

The Centres will be the hubs for showcasing

engineering careers to pupils from across the region

so they consider engineering when they start to think

about their career options. Further, a partnership with

the Institution of Mechanical Engineers (IMechE)

builds on a long standing relationship with IMechE

and reflects the need for the UK to maintain its

engineering pedigree.

Pursuing the objectives of fostering close relations

with the local community and of providing relevant

industrial experience to the engineering students, Tata

Motors South Africa forged an alliance with the

Engineering Faculty at the University of Pretoria.

The Company has provided on-the-job industrial

training on various functions like production,

quality, purchase, logistics etc., to students from

the University of Pretoria.

Environmental conservationTata Motors’ focus on environmental management

helps preserve the long-term health of people and

ecosystems and build strong relationships with

local communities. Various initiatives have been

undertaken within the broad frame of Environment

and Climate Change to address the conservation

of natural resources and energy, minimize waste

generation, enhance recovery and recycling of

material and develop eco-friendly process and

systems. We have been continuously working

towards reducing our various environmental

footprints, which is evidenced by our decrease

in specific consumption levels. We recycle close

to 69% of wood packaging, eliminating the

use of fresh wood. A 200 litre engine oil barrel

can now be used to test 170 engines instead of

85 engines.

At Jamshedpur and Lucknow, the wet garbage

from our canteens is converted to usable organic

manure to sustain greenery in the plants. We

achieved annualized energy savings of 230,959

GJ through conservation initiatives across our

operations. Similarly, in last three years, we

have reduced Green House Gas emissions

by 22,581.62 tonnes of CO2 while total energy

consumed per vehicle produced has also

decreased.

In order to make Tata Daewoo as a self-regulating

company for environment standards, Liquefied

Natural Gas (LNG) was used instead of oil to

promote use of eco-friendly energy fuel. The

energy saving initiative resulted in 10% reduction

in winter electric consumption. Tata Daewoo also

extended technical assistance on environment for

small and medium sized companies in Jeonbuk.

These initiatives led to the declaration of Toxic Free

Tata Daewoo in Korea.

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29Corporate Social Responsibility

HealthcareTata Motors actively promotes healthcare both at the

national and plant levels. A partnership with Smile

Train empowers surgeons to provide free corrective

surgery for children with cleft lip and palette

deformities. Further, AIDS awareness campaigns were

conducted for truck drivers. Preventive and curative

healthcare facilities are provided through small

Mobile Health Clinics, awareness camps, hospitals

and clinics. Besides, rural health workers are trained

to act as foot doctors to cure minor ailments in their

allocated areas.

The collaboration between Land Rover UK and the

British Red Cross is part of the major global partnership

between Land Rover and the International Federation

of Red Cross and Red Crescent Societies (IFRC). It

involves Land Rover supporting national Red

Cross societies in 15 countries, with each country

adopting a priority programme. To celebrate the

production of the one millionth Discovery, Land Rover

began a charitable 50-day journey from Birmingham

to Beijing, aiming to raise £1,000,000 for the IFRC.

This effort is Land Rover's most ambitious fundraising

project to date and supports a much-needed water

and sanitation project in Uganda.

Tata Motors Thailand also extended vehicular

support to raise funds for helping the Tsunami

and Earthquake victims of Japan. Tata Motors

Thailand provided its Nano, Super Ace City Giant and

Xenon vehicles to carry supplies for runners in the

“Emporium & Punky Runners: Run for Japan” charity

activity to raise funds to help people stricken by the

recent earthquake and tsunami in Japan.

Employee volunteers of Tata Daewoo have extended

their support to children shelters. Volunteers are

mainly engaged in free inspection of computers in

children shelters, helped in soup kitchens, restored

work in flooded areas, and organised blood donation

camps.

The Land Rover ‘Go Beyond’ Bursary, run by the Royal

Geographical Society on behalf of Land Rover, offers

funding and the use of a 110 Defender vehicle. The

award is aimed at those who want to take a journey

beyond their limits and boundaries, that offers

challenges for the team and for which a Land Rover

Defender 110 is an integral part of the expedition.

Journey of Discovery benefiting Ugandan women

‘Go Beyond’ Bursary

Partnering with the community


Achievements

Responsibility’ for 2011.

Environment Silver Award’ for Outstanding

achievement in Environment Management' in

the automobile sector for 2011.

Reporting.

Governance.

at 51st Annual Awards Nite of the Association of

Business Communicators of India (ABCI).

Practices Award 2012’.

Achievement’ at the CII- ITC.

Sustainability Awards 2011

Sparsha Award 2011, for 2 papers: Community-

based Safe Drinking Water Programme and

for Community-based Innovative Sanitation

Programme.

the Environment, Health & Safety Competition

2011, organised by Confederation of Indian

Industry (CII), Northern Region.

Innovation Award 2011’.

‘National Energy Conservation Award 2011’, in

the automobile manufacturing category.

‘Uttarakhand Energy Conservation Award 2011’.

in the Corporate Responsibility (CR) Index

Society of Motor Manufacturers and Traders

2011 Award for Automotive Innovation.

Impact of CSR Measures

rendered to 295,075 community members;

891 students;

schools;

trees;

Sumant Moolgaonkar Development Foundation

(SMDF) provided to 100 villages

help 52 NGOs for various social programmes:

` 2,90,60,279

Tree planting initiatives

Annualized energy

savings through

conservation initiatives

across all operations

230,959GJ

CO

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(46

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(32

– 4

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31Corporate Social Responsibility

Company (Standalone)

EBIDTA (` CRORES)PBT (` CRORES) PAT (` CRORES)

PROFITS (EBITDA, PBT, PAT)

2,932 2,5762,029

1,752 1,014 1,001

4,178 2,830 2,240

4,806 2,197 1,812

4,412 1,341 1,242

08 09 10 11 12

CV (%)PC (%)

PRODUCT MIX (VOLUMES)

08

60

09

58

10

60

11

60

63

12

40

42

40

40

37 NET INCOME (` CRORES)

EXCISE DUTY (` CRORES)EBIDTA MARGIN %PAT AS A % OF TURNOVER

NET INCOME, EBITDA MARGIN, NET MARGIN

08

4,3

55

2,9

38

4,0

96

09 10 11

54

,30

7

7.2

4.0

6.4

3.8

2.3

8.1

2,7

71

4,9

14

7.0

10.3

12.0

10.2

12

28

,32

5

25

,11

5

34

,83

5

47

,08

8R & D EXPENDITURE

R & D EXPENDITURE

08 09 10 11

1,5

48

.69

12

1,1

92

.90

1,4

37

.36

1,1

66

.67

1,1

87

.21

BORROWINGS ( NET OF SURPLUS CASH ) & INTEREST AS % OF SALES

1208

4,2

12

09

12

,65

9

10

15

,48

8

11

14

,44

0

14

,36

1

BORROWINGS (NET ) (` CRORES)INTEREST AS A % OF TOTAL INCOME

DEBT EQUITY RATIO

DEBT (NET OF SURPLUS CASH) RATIO

1.5

0.80

0.54

1.08 1.11

0.79

0.72

0.81

0.73

3.13.4

2.9

2.2

1.04 1.03

NET CASH FROM OPERATIONS (` CRORES)

NET CASH FROM OPERATIONS

08 09 10 11 12

6,1

79

1,2

95

6,4

00

1,5

06

3,6

54

CV VOLUMES (IN THOUSANDS)PC VOLUMES (IN THOUSANDS)CV MARKET SHARE (%)PC MARKET SHARE (%)

VEHICLE SALES (DOMESTIC) AND MARKET SHARE

313218 265

208

374260

459320

530333

08 09 10 11 12

62

14 14 14 13 13

61

59

64 64

TOTAL ASSETS (` CRORES)ASSET TURNOVER (TIMES)

TOTAL ASSETS & ASSET TURNOVER RATIO

08 09 10 11

54

,51

9

0.92

12

25

,72

3

37

,10

1

50

,44

1

0.69

1.12 1.16

54

,19

0

1.02

DIVIDEND & EPS

08 09 10 11

10

.53

4.5

4

8.4

7

6.0

6

3.9

0

EPS (`)* DIVIDEND %DIVIDEND PAYOUT

150

33 3544

81

118

150

200 200

60

12

* Consequent to subdivision of shares, EPS of previous

periods have been reported to make them comparable

VOLUME GROWTH

CV Domestic

PCDomestic Export Total

459530

320333

5863

837926

15.7%

4.0%

8.6%

10.9%

2011 (IN THOUSANDS)2012 (IN THOUSANDS)GROWTH %

PACE IN PERFORMANCE


1 Materials 39,705 66.4

2 Operations & Other Exp. 8,132 13.6

3 Taxes and Duties 5,382 9.0

4 Employees 2,691 4.5

5 Interest 1,219 2.0

6 Depreciation 1,607 2.7

7 Shareholders 1,281 2.1

8 Reserves (221) -0.4

Total 59,795

2011-12

%

1

2

3

45 6 7 8

(` CRORES)

1 Domestic Vehicle Sales 50,857 85.1

2 Exports 3,598 6.0

3 Domestic Spare Part Sales 2,609 4.4

4 Dividend/Other Income 574 1.0

5 Vehicle Financing 74 0.1

6 Others 2,082 3.5

Total 59,795

2011-12

%

1

2

34

5

6

(` CRORES)

1 Materials 34,607 66.0

2 Operations & Other Exp. 6,105 11.8

3 Taxes and Duties 4,776 9.3

4 Employees 2,294 4.4

5 Interest 1,384 2.7

6 Depreciation 1,361 2.6

7 Shareholders 1,274 2.5

8 Reserves 345 0.7

Total 51,607

2010-11

%

1

2

3

4

5

6

7

8

(` CRORES)

1 Domestic Vehicle Sales 43,686 84.6

2 Exports 3,339 6.5

3 Domestic Spare Part Sales 2,358 4.6

4 Dividend/Other Income 423 0.8

5 Vehicle Financing 114 0.2

6 Others 1,687 3.3

Total 51,607

2010-11

%

1

(` CRORES)

2

34

5

6

Distribution of Revenue

Sources of Revenue

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33Pace in Performance

Jaguar Land Rover Standalone*

EBIDTA (` CRORES) PBT (` CRORES)PAT (` CRORES)

PROFITS

-63-2,534-2,720

2,860-108-322

11,4777,6657,073

17,03511,82012,279

09-10 10-11 11-1208-09

FINANCE COST

18

,51

3

67

5

08-09

22

2

10-1109-10

40

6

59

1

11-12

FINANCE COST (` CRORES)

BORROWINGS 1

8,5

13

08-09 10-1109-10

15,065-5,826

14,19313,259

8,7314,103

9,0071,658

BORROWINGS (` CRORES)BORROWINGS (NET OF SURPLUS CASH) (` CRORES)

11-12

TURNOVER

39

,24

5

08-09

70

,30

4

10-1109-10

49

,36

9

10

3,6

35

11-12

TURNOVER (` CRORES)

R&D EXPENDITURE

18

,51

3

3,7

57

08-09

5,4

74

10-1109-10

3,8

81

8,0

32

11-12

R&D EXPENDITURE (` CRORES)

ASSETS

18

,51

3

32,92084,186

17,39732,267

16,58437,749

21,448-233

FIXED ASSETS (` CRORES)TOTAL ASSETS (` CRORES)

08-09 10-1109-10 11-12

* Figures of FY 2008-09 are for 10 months and hence not comparable

Pace in Performance


Tata Motors Group (Consolidated)

NET REVENUE, EBIDTA

MARGIN

NET REVENUE (` CRORES)EBIDTA MARGIN %

35

,26

6

91

,81

0

12

2,1

28

16

5,6

54

12.1

9.4

14.614.3

0908 10 11

70

,39

7

3.1

12

PROFIT FOR THE YEAR

PROFIT (` CRORES)

2,1

68

2,5

71

9,2

74

13

,51

7

0908 10 11

-2,5

05

12

NET CASH FROM OPERATIONS

NET CASH FROM OPERATIONS (` CRORES)

5,5

96

9,3

27

11

,24

0

18

,38

4

0908 10 11

75

0

12

RETURN ON EQUITY

RETURN ON EQUITY %

26

36

68

52

0908 10 11

-34

12

TOTAL ASSETS (` CRORES)TOTAL ASSETS TURNOVER (TIMES)

TOTAL ASSETS & ASSETS TURNOVER RATIO

34

,56

1

86

,72

6

10

1,0

14

14

5,3

83

0908 10 11

73

,26

2

12

0.84

0.87

0.77 0.74

0.77

BORROWINGS (NET ) (` CRORES)INTEREST AS A % OF TOTAL INCOME

DEBT EQUITY RATIO

DEBT (NET OF SURPLUS CASH) RATIO

BORROWINGS ( NET OF SURPLUS CASH ) & INTEREST AS % OF SALES

08

8,3

84

09

32,

511

10

27

,51

4

11

21

,57

8

23

,63

6

12

1.8

2.63.1

2.7 2.0

1.33

5.89

4.28

1.71 1.42

0.96

5.47

3.35

1.13 0.71

Category (Units) 2010 2011 2012

Passenger Cars 279,465 322,149 352,981

Utility Vehicles 181,489 243,934 316,589

Light Commercial Vehicles 228,987 311,167 365,677

Medium and Heavy Commercial Vehicles 179,661 201,564 234,236

Total 869,602 1,078,814 1,269,483

SHAREHOLDER’S FUND, MKT

CAP, BVPS

8,69824,034

5,9419,763

8,20641,179

19,17173,850

33,15081,701

SHAREHOLDER’S FUND (` CRORES)

M CAP (` CRORES)

BVPS (`)

08 09 10 11 12

203.4

237.9

262.3

315.4

109.1

CO

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35Pace in Performance

SUMMARISED BALANCE SHEET(` in crores)

As at

March 31, 2012

As at

March 31, 2011

WHAT THE COMPANY OWNED

1. Fixed assets 19,056.19 17,216.10

2. Non-current investments 17,903.29 22,538.21

3. Long-term loans and advances 3,488.11 3,429.64

4. Other non-current assets 100.42 34.84

5. Foreign currency monetary item translation difference account (net) 258.35 -

6. Current assets 13,712.92 10,971.66

Total assets 54,519.28 54,190.45

WHAT THE COMPANY OWED

1. Long-term borrowings 8,004.50 9,679.42

2. Other long-term liabilities 1,959.63 2,221.05

3. Long-term provisions 646.26 1,253.25

4. Net worth

Share capital 634.75 637.71

Reserves and surplus 18,991.26 19,375.59

5. Deferred tax liabilities (net) 2,105.41 2,023.16

6. Current liabilities 22,177.47 19,000.27

Total liabilities 54,519.28 54,190.45

COMPANY (STANDALONE)


SUMMARISED PROFIT AND LOSS STATEMENT(` in crores)

FY 2011-12 FY 2010-11

1 INCOME

Revenue from operations 59,220.94 51,183.95

Less : Excise duty 4,914.38 4,095.51

54,306.56 47,088.44

Other income 574.08 422.97

54,880.64 47,511.41

2 EXPENDITURE

Cost of material consumed 33,894.82 27,058.47

Purchase of products for sale 6,433.95 7,363.13

Changes in inventories of finished goods, work-in-progress and products for sale (623.84) (354.22)

Employee cost / benefits expense 2,691.45 2,294.02

Finance cost 1,218.62 1,383.70

Depreciation and amortisation expense 1,606.74 1,360.77

Product development expense/ Engineering expenses 234.25 141.23

Other expenses 8,405.51 6,738.35

Expenditure transferred to capital and other accounts (907.13) (817.68)

Total expenses 52,954.37 45,167.77

Profit before tax 1,926.27 2,343.64

Exchange loss (net) including on revaluation of foreign currency borrowings, deposits

and loans 455.24 147.12

Provision for loan given to a subsidiary 130.00 -

3 Profit before tax 1,341.03 2,196.52

4 Tax expense 98.80 384.70

5 Profit after tax from continuing operations (3-4) 1,242.23 1,811.82

CO

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FIN

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37Summarised Balance Sheet and Statement of Profit and Loss (Standalone)

SUMMARISED BALANCE SHEET(` in crores)

As at

March 31, 2012

As at

March 31, 2011

WHAT THE COMPANY OWNED

1. Fixed assets 56,212.50 43,221.05

2. Goodwill (on consolidation) 4,093.74 3,584.79

3. Non-current investments 1,391.54 1,336.61

4. Deferred tax assets (net) 4,539.33 632.34

5. Long-term loans and advances 13,657.95 9,818.30

6. Other non-current assets 574.68 332.27

7. Foreign currency monetary item translation difference account (net) 451.43 -

8. Current assets 64,461.47 42,088.82

Total assets 1,45,382.64 1,01,014.18

WHAT THE COMPANY OWED

1. Long-term borrowings 27,962.48 17,256.00

2. Other long-term liabilities 2,458.58 2,292.72

3. Long-term provisions 6,071.38 4,825.64

4. Net worth

Share capital 634.75 637.71

Reserves and surplus 32,515.18 18,533.76

5. Minority interest 307.13 246.60

6. Deferred tax liabilities (net) 2,165.07 2,096.13

7. Current liabilities 73,268.07 55,125.62

Total liabilities 1,45,382.64 1,01,014.18

TATA MOTORS GROUP (CONSOLIDATED)


SUMMARISED PROFIT AND LOSS STATEMENT(` in crores)

FY 2011-12 FY 2010-11

1 INCOME

Revenue from operations 1,70,677.58 1,26,414.24

Less : Excise duty 5,023.09 4,286.32

1,65,654.49 1,22,127.92

Other income 661.77 429.46

1,66,316.26 1,22,557.38

2 EXPENDITURE

Cost of material consumed 1,00,797.44 70,453.73

Purchase of products for sale 11,205.86 10,390.84

Changes in inventories of finished goods, work-in-progress and products for sale (2,535.72) (1,836.19)

Employee cost / benefits expense 12,298.45 9,342.67

Finance cost 2,982.22 2,385.27

Depreciation and amortisation expense 5,625.38 4,655.51

Product development expense/ Engineering expenses 1,389.23 997.55

Other expenses 28,453.97 21,703.09

Expenditure transferred to capital and other accounts (8,265.98) (5,741.25)

Total expenses 1,51,950.85 1,12,351.22

Profit/(loss) before tax 14,365.41 10,206.16

Exchange loss / (gain) (net) including on revaluation of foreign currency borrowings,

deposits and loan 654.11 (231.01)

Goodwill impairment and other costs 177.43 -

3 Profit before tax 13,533.87 10,437.17

4 Tax expense / (credit) (40.04) 1,216.38

5 Profit after tax from continuing operations (3-4) 13,573.91 9,220.79

6 Share of profit from associates (net) 24.92 101.35

7 Minority interest (82.33) (48.52)

8 Profit for the year 13,516.50 9,273.62

CO

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39Summarised Balance Sheet and Statement of Profit and Loss (Consolidated)

FUND FLOW STATEMENT(` in crores)

FY 2011-12 FY 2010-11 FY 2009-10 FY 2008-09 FY 2007-08

Sources of Funds

1 Funds generated from operationsA. Profit after tax 1,242.23 1,811.82 2,240.08 1,001.26 2,028.92B. Depreciation (including Lease Equalisation) 1,602.23 1,356.26 1,029.36 870.05 647.82C. Provision / (Reversal) for diminution in value of investments (net) - 34.00 61.05 (1.96) (62.93)D. Net deferred tax charge 98.24 376.30 589.46 (2.50) 401.54E. Credit for Dividend Distribution Tax of Subsidiary Companies 1.48 - - 15.29 -F. Exchange gain (net) on Long term Foreign currency monetary

items deferred consequent to amendment to AS-11 [Note b(iii)] (258.35) 161.69 (325.81) 106.23 -G. Marked to Market Exchange loss on Forward contracts transferred

to Hedging Reserve Account on adoption of principles of hedgeaccounting under AS30 [Note b(v)] - - 132.57 (132.57) -

Total 2,685.35 3,740.07 3,726.71 1,855.80 3,015.352 Proceeds from Rights issue of Ordinary shares and ‘A’ Ordinary shares - - - 4,139.33 -3 Proceeds from issue of Global Depository Shares - - 1,794.19 - -4 Proceeds from QIP issue - 3,351.01 - - -5 Proceeds from FCCN, Warrants and Convertible Debentures

converted into Ordinary Shares and premium thereon 0.02 1493.32 1,555.76 8.52 6.906 (a) Decrease in Working Capital - - 2,145.94 - 1,348.30

(b) Decrease in Finance receivables 144.96 366.41 1,393.58 406.22 2,227.417 Increase in Borrowings (net of repayments) - - 3,460.35 6,885.04 2,271.388 Investment sold (net of investment made) 2,130.669 Decrease in short term deposits with banks 525.86 - - 1,081.85 -

5,487.33 8,950.81 14,076.53 14,376.76 8,869.34Application of Funds

10 Capital Expenditure (net) 3,346.88 2,396.29 2,873.33 5,118.13 4,705.9511 Repayment of Borrowings (net of additional borrowings) 34.86 695.79 - - -12 Investments made (net of sales) - 321.31 9,429.82 8,055.90 2,370.3413 Payment of Redemption Premium on NCD - 71.96 - - -14 Increase in short term deposits with banks - 804.66 490.67 - 1,122.4015 Increase in Working Capital 571.38 3,000.57 - 830.47 -16 Dividends (including tax thereon) 1,463.72 1,467.03 991.94 345.70 659.68

17 Miscellaneous Expenditure (to the extent not written off or adjusted) and

utilisation of Securities Premium Account [Note (a) below]

70.49 193.20 290.77 26.56 10.97

5,487.33 8,950.81 14,076.53 14,376.76 8,869.34Notes :

(a) Utilisation of Securities Premium Account includes FCCN / CARS / Rights issue

expenses and premium on redemption of Debentures

70.49 193.20 292.79 30.59 15.01

(b) The Sources and Application of funds does not include(i) Provision for premium on redemption of CARS / FCCN 929.46* 941.08* 1001.46* 835.19* 675.19*(ii) Liability towards premium on redemption of NCD 1,673.83 1,673.83 1,745.79 - -

(iii) Exchange gain (net) and depreciation thereon adjusted from General

Reserve to Fixed Assets relating to FY 2007-08 consequent to amendment

to AS11

(iv) Exchange gain (net) adjusted from General Reserve toForeign Currency Monetary Item Translation Difference Accountrelating to FY 2007-08 consequent to amendment to AS11 - - - 57.89* -

(v) Exchange loss (net) on forward contracts adjusted to GeneralReserve on adoption of principles of hedge accounting under AS30 - - - 6.87* -

(vi) Deferred Tax on account of item 1(G) - - (45.06) 45.06 -*net of deferred tax

(c) Figures for the previous years have been regrouped wherever necessary.



Subsidiaries Highlights 41

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9

39

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5 1

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5 3

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6 3

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9 1

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8

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6

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4

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30

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30

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0 3

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1 0

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76

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81

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02

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Co

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5 3

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7 2

6.6

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6.6

8 -

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10

Ta

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(S

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) L

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fric

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AR

1

3.0

0 (2

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) 4

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7 3

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8 (2

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) -

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) (2

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Ta

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in

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R 1

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0 1

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.02

1

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59

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0 3

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2

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7.9

9 6

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Ta

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R 1

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6)

3

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2

51

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6

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2

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9 -

2

6.0

9 2

6.0

9 -

-

13

Ta

ta

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oto

rs

(T

ha

ila

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) L

td

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ila

nd

TH

B 2

29

.29

(3

38

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) 5

01

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6

11

.33

3

63

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(7

6.4

6)

-

(7

6.4

6)

(7

6.4

6)

-

-

14

TM

L H

old

in

gs

P

te

L

td

, S

in

ga

po

re

Sin

ga

po

re

GB

P 1

4,9

98

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(1

38

.91

) 1

4,8

59

.13

-

3

.4

2 (1

90

.32

) -

(1

90

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) (1

90

.32

) -

-

15

Ta

ta

H

is

pa

no

M

oto

rs

C

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S

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Sp

ain

EU

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3

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0 (3

77

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) 3

04

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6

78

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1

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(9

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5)

-

(9

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5)

(9

8.2

5)

-

-

16

Trilix

S

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ly

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0

.6

1 6

.7

8 2

6.5

2 1

9.1

3 4

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3 2

.0

7 0

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1 1

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6 1

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6 -

-

17

Ta

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ga

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SG

D 7

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9)

1

.0

8 0

.0

6 -

(0

.15

) -

(0

.15

) (0

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) -

-

18

PT

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do

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(in

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n D

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9,

20

11

)In

do

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1.0

30

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-(0

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8)

-(0

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8)

(0

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8)

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19

IN

CA

T In

te

rn

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l P

lc

U.K

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8 3

7.9

6 5

4.6

8 1

4.7

4 -

(0

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) -

(0

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) (0

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) -

-

20

Ta

ta

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ec

hn

olo

gie

s In

cU

SA

US

D 2

27

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(4

18

.20

) 1

85

.09

3

75

.93

5

63

.32

1

6.8

9 7

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3 9

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6 9

.8

6 -

-

21

Ta

ta

T

ec

hn

olo

gie

s C

an

ad

a In

cC

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ad

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SD

0

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1 3

.0

9 1

4.7

6 1

1.6

6 1

4.5

0 7

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6 (0

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) 7

.8

6 7

.8

6 -

-

22

Ta

ta

T

ec

hn

olo

gie

s d

e M

ex

ic

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S.A

. d

e C

.V

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7 8

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3 4

.8

7 1

2.6

7 0

.1

0 0

.0

3 0

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7 0

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7 -

-

23

Ta

ta

T

ec

hn

olo

gie

s E

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pe

L

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0

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8

0.0

2 2

86

.15

2

06

.05

5

97

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5

0.0

4 1

1.8

6 3

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8.1

8 -

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24

IN

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4.2

8 1

5.7

5 0

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6 0

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8 0

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4 -

0

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4 0

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4 -

-

25

Ta

ta

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Th

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) L

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ha

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nd

TH

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2 (1

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) 6

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5 1

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3 1

0.6

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6 -

2

.4

6 2

.4

6 -

-

26

Ta

ta

T

ec

hn

olo

gie

s P

te

L

td

.S

in

ga

po

re

SG

D 3

55

.94

3

52

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7

21

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1

2.8

6 6

4.0

3 2

4.9

8 0

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2

4.7

0 2

4.7

0 -

-

27

Miljo

bil G

re

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la

nd

A

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or

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6

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3 (7

7.9

6)

2

7.5

1 9

8.6

4 4

3.9

5 (3

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4)

-

(3

3.2

4)

(3

3.2

4)

-

-

28

Ja

gu

ar L

an

d R

ov

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lc

UK

GB

P 1

3,0

72

.69

1

,53

4.7

0 2

7,7

68

.41

1

2,7

19

.46

-

(1

7.1

0)

-

(1

7.1

0)

(1

7.1

0)

-

-

29

Ja

gu

ar C

ars

L

im

ite

dU

KG

BP

2

4,5

75

.17

(2

3,2

89

.18

) 2

2,6

84

.97

2

1,3

98

.98

2

9,3

62

.28

(1

,26

0.6

3)

(2

,76

1.3

3)

1

,5

00

.70

1

,50

0.7

0 -

-

30

La

nd

R

ov

er

UK

GB

P 1

0,7

38

.09

9

,42

5.7

8 6

6,3

68

.49

4

6,2

04

.62

6

7,0

49

.48

1

0,5

13

.22

1

,08

9.4

2 9

,42

3.8

0 9

,42

3.8

0 -

7

,13

3.4

0

31

Ja

gu

ar L

an

d R

ov

er E

xp

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L

im

ite

d (fo

rm

erly

Ja

gu

ar C

ars

E

xp

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L

im

ite

d)

UK

GB

P -

7

3.8

6 1

,59

0.6

3 1

,51

6.7

7 9

,33

6.0

9 2

65

.60

-

2

65

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2

65

.60

-

-

32

Ja

gu

ar L

an

d R

ov

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orth

A

me

ric

a, L

LC

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SA

US

D 8

00

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(7

14

.07

) 4

,6

81

.30

4

,59

4.4

7 1

5,2

77

.80

(2

7.1

0)

2

1.0

7 (4

8.1

7)

(4

8.1

7)

-

-

33

Ja

gu

ar

La

nd

R

ov

er

De

uts

ch

la

nd

G

mb

HG

erm

an

yE

UR

4

38

.85

(1

31

.58

) 1

,8

08

.21

1

,50

0.9

4 3

,26

1.4

6 (5

9.0

2)

9

.9

2 (6

8.9

4)

(6

8.9

4)

-

-

42 Sixty-Seventh Annual Report 2011-2012

(` in

cro

res)

34

Ja

gu

ar L

an

d R

ov

er A

us

tria

G

mb

HA

us

tria

EU

R 8

.2

3 8

.8

9 2

42

.70

2

25

.58

7

19

.53

1

0.6

1 0

.7

6 9

.8

5 9

.8

5 -

-

35

Ja

gu

ar L

an

d R

ov

er Ita

lia

S

pA

Ita

ly

EU

R 8

.6

4 3

00

.50

1

,31

0.2

6 1

,00

1.1

2 3

,73

2.2

7 (1

2.4

4)

1

1.7

6 (2

4.2

0)

(2

4.2

0)

-

-

36

Ja

gu

ar L

an

d R

ov

er P

ortu

ga

l-V

eic

ulo

s e

P

ec

as

, L

da

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ort

ug

al

EU

R 9

3.3

5 (1

04

.76

) 4

9.8

9 6

1.3

0 1

39

.63

(8

.86

) (0

.61

) (8

.25

) (8

.25

) -

-

37

Ja

gu

ar L

an

d R

ov

er F

ra

nc

e S

AS

Fra

nc

eE

UR

4

0.6

0 5

5.5

2 6

23

.66

5

27

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3

,10

9.8

4 1

6.0

3 4

.43

1

1.6

0 1

1.6

0 -

-

38

Ja

gu

ar L

an

d R

ov

er A

us

tra

lia

P

ty

L

im

ite

dA

us

tra

lia

AU

D 2

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8

5.8

7 1

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7.5

7 1

,09

9.5

3 2

,73

3.7

7 6

9.3

2 1

6.0

3 5

3.2

9 5

3.2

9 -

-

39

Ja

gu

ar L

an

d R

ov

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uto

mo

tiv

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ra

din

g (S

ha

ng

ha

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o. L

td

Ch

in

aC

NY

5

1.2

8 3

,20

2.6

1 6

,29

4.1

9 3

,04

0.3

0 2

9,7

68

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3

,43

1.4

7 8

73

.06

2

,55

8.4

1 2

,55

8.4

1 -

-

40

Ja

gu

ar L

an

d R

ov

er J

ap

an

L

im

ite

dJ

ap

an

JP

Y 1

77

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5

5.6

8 8

87

.39

6

54

.48

8

52

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(1

0.2

3)

1

8.2

5 (2

8.4

8)

(2

8.4

8)

-

-

41

Ja

gu

ar

La

nd

R

ov

er

Ko

re

a

Co

mp

an

y

Lim

ite

dS

ou

th

K

ore

aK

RW

2

6.5

8 4

6.0

6 2

42

.62

1

69

.98

8

49

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3

2.9

8 2

.75

3

0.2

3 3

0.2

3 -

-

42

Ja

gu

ar L

an

d R

ov

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an

ad

a U

LC

Ca

na

da

CA

D 1

0.4

4 3

0.3

3 1

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9.6

3 1

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8.8

6 1

,40

0.7

5 3

5.2

7 1

4.8

1 2

0.4

6 2

0.4

6 -

-

43

Ja

gu

ar L

an

d R

ov

er B

ra

zil L

LC

Br

az

il

BR

L 7

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6 2

24

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8

22

.42

5

90

.40

3

,23

5.7

3 4

80

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1

86

.20

2

94

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2

94

.15

-

-

44

Lim

ite

d L

ia

bility

C

om

ap

nie

s “J

ag

ua

r L

an

d R

ov

er” (R

us

sia

)R

UR

6

8.4

8 9

82

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2

,36

9.4

3 1

,31

8.1

7 5

,74

6.2

0 3

46

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9

5.3

5 2

51

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2

51

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-

-

45

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ag

ua

r L

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fric

a) (P

ty

) L

td

“"

So

uth

A

fric

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AR

-

3

6.9

3 5

97

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5

60

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2

,50

0.7

7 3

28

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7

7.4

1 2

50

.71

2

50

.71

-

-

46

Ja

gu

ar H

is

pa

nia

S

LS

pa

in

EU

R 5

.7

9 9

.8

6 6

8.8

9 5

3.2

4 2

13

.00

(1

.29

) 0

.6

9 (1

.98

) (1

.98

) -

-

47

Ja

gu

ar

Be

lg

iu

m

N.V

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elg

iu

mE

UR

8

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2

3.2

3 8

8.4

5 5

7.1

5 2

59

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2

.3

7 1

.9

1 0

.4

6 0

.4

6 -

-

48

Ja

gu

ar L

an

d R

ov

er (S

ou

th

A

fric

a) H

old

in

gs

L

im

ite

dU

KG

BP

1

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9.3

7 4

91

.35

1

,83

0.8

8 0

.1

6 4

76

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4

60

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0

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5 4

60

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4

60

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-

-

49

Ja

gu

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ars

O

ve

rs

ea

s H

old

in

gs

L

im

ite

dU

KG

BP

7

.0

1 (7

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) -

-

-

-

-

-

-

-

-

50

La

nd

R

ov

er

Gro

up

L

im

ite

dU

KG

BP

-

1

.1

4 1

.1

4 -

-

4

71

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(5

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) 4

76

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4

76

.23

-

-

51

La

nd

R

ov

er Ire

la

nd

L

im

ite

dIre

la

nd

EU

R -

1

8.7

5 1

8.9

1 0

.1

6 -

0

.2

3 0

.0

8 0

.1

5 0

.1

5 -

-

52

La

nd

R

ov

er E

xp

orts

L

im

ite

dU

KG

BP

-

5

15

.72

1

8,1

18

.27

1

7,6

02

.55

5

4,5

65

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(7

35

.64

) -

(7

35

.64

) (7

35

.64

) -

-

53

La

nd

R

ov

er E

sp

an

a S

LS

pa

in

EU

R 3

24

.63

(2

9.7

6)

6

48

.36

3

53

.49

1

,55

9.0

8 (2

.52

) 2

.6

7 (5

.19

) (5

.19

) -

-

54

La

nd

R

ov

er

Ne

de

rla

nd

B

VN

ed

erla

nd

EU

R 0

.35

8

.97

1

44

.79

1

35

.47

7

38

.54

(7

.49

) 0

.53

(8

.02

) (8

.02

) -

-

55

La

nd

R

ov

er

Be

lu

x

SA

/N

VB

elg

iu

mE

UR

1

.5

5 4

.6

5 3

30

.17

3

23

.97

1

,12

4.9

2 (5

.34

) 3

.2

1 (8

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) (8

.55

) -

-

56

La

nd

R

ov

er P

arts

L

im

ite

dU

KG

BP

-

0

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9 0

.4

9 -

2

,19

5.4

0 4

7.7

9 -

4

7.7

9 4

7.7

9 -

-

57

Th

e

La

nc

he

ste

r

Mo

to

r

Co

mp

an

y

Lim

ite

dU

KG

BP

-

-

-

-

-

-

-

-

-

-

-

58

Th

e

Da

im

le

r

Mo

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Subsidiaries Highlights 43

CO

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Notes: Country ofIncorporation

(A) List of Subsidiaries of Tata Technologies Limited that have been consolidated1 INCAT International Plc UK

2 Tata Technologies Inc USA

3 Tata Technologies Canada Inc. Canada

4 Tata Technologies de Mexico, S.A. de C.V. Mexico

5 Tata Technologies Europe Ltd. UK

6 INCAT GmbH Germany

7 Tata Technologies (Thailand) Ltd. Thailand

8 Tata Technologies Pte Ltd. Singapore

(B) List of Subsidiaries of Tata Motors European Technical Centre Plc that have been consolidated1 Miljobil Greenland AS Norway

(C) List of Subsidiaries of Tata Hispano Motors Carrocera S.A. that have been consolidated1 Tata Hispano Motors Crrosseries Maghreb, Morroco Spain

(D) List of Subsidiaries of Tata Daewoo Commercial Vehicle Co. Ltd. that have been consolidated1 Tata Daewoo Commercial Sales and Distribution Co. Ltd. South Korea

(E) List of Subsidiaries of TML Holdings Pte Ltd, Singapore that have been consolidated1 Jaguar Land Rover Plc UK

2 Jaguar Cars Limited UK

3 Land Rover UK

4 Jaguar Land Rover Exports Limited (formerly Jaguar Cars Exports Limited) UK

5 Jaguar Land Rover North America, LLC. USA

6 Jaguar Land Rover Deutschland GmbH Germany

7 Jaguar Land Rover Austria GmbH Austria

8 Jaguar Land Rover Italia SpA Italy

9 Jaguar Land Rover Portugal-Veiculos e Pecas, Lda. Portugal

10 Jaguar Land Rover France SAS France

11 Jaguar Land Rover Australia Pty Limited Australia

12 Jaguar Land Rover Automotive Trading (Shanghai) Co. Ltd China

13 Jaguar Land Rover Japan Limited Japan

14 Jaguar Land Rover Korea Company Limited Korea

15 Jaguar Land Rover Canada ULC Canada

16 Jaguar Land Rover Brazil LLC Brazil

17 Limited Liability Comapnies “Jaguar Land Rover” (Russia) Russia

18 Jaguar Land Rover (South Africa) (Pty) Ltd South Africa

19 Jaguar Hispania SL Spain

20 Jaguar Begium N.V. Belgium

21 Jaguar Land Rover (South Africa) Holdings Limited UK

22 Jaguar Cars Overseas Holdings Limited UK

23 Land Rover Group Limited UK

24 Land Rover Ireland Limited Ireland

25 Land Rover Exports Limited UK

26 Land Rover Espana SL Spain

27 Land Rover Nederland BV Nederland

28 Land Rover Belux SA/NV Belgium

29 Land Rover Parts Limited UK

30 The Lanchester Motor Company Limited UK

31 The Daimler Motor Company Limited UK

32 S S Cars Limited UK

33 Daimler Transport Vehicles Limited UK

34 The Jaguar Collection Limited UK

35 Jaguar Cars (South Africa) (Pty) Ltd South Africa

# The financial statements of subsidiaries whose reporting currency are other than INR are converted into Indian Rupees on the basis

of appropriate exchange rates.

* Profit for the year is after share of minority interest and share of profit/(loss) in respect of investment in associate companies.

STAT

UTO

RY

RE

PO

RT

S (4

6-1

22

)


FINANCIAL STATISTICS


1945-46 100 1 - 31 2 29 12 2 1 0 1 0 8.3% 0.07 - - - 10

1949-50 200 11 94 233 44 189 167 15 11 5 6 0 3.6% 0.03 - - - 10

1953-54 500 27 412 731 270 461 321 97 3 0 3 0 0.9% 0.11 - - - 11

1954-55 627 27 481 792 303 489 445 35 0 0 0 0 0.0% 0.00 - - - 11

1955-56 658 120 812 1010 407 603 1198 105 125 32 93 59 7.8% 1.32 - 0.60 - 12

1956-57 700 149 1382 1352 474 878 2145 70 116 27 89 44 4.1% 1.64 - 0.80 - 13

1957-58 700 117 1551 1675 668 1007 2694 129 99 6 93 52 3.5% 1.72 - 0.90 - 12

1958-59 1000 206 1245 2050 780 1270 2645 113 155 13 142 56 5.4% 1.68 - 0.90 - 12

1959-60 1000 282 1014 2201 940 1261 2825 161 222 93 129 108 4.6% 1.50 - 1.25 - 13

1960-61 1000 367 1263 2593 1118 1475 3735 180 313 122 191 126 5.1% 2.26 - 1.45 - 14

1961-62 1000 432 1471 2954 1336 1618 4164 220 378 188 190 124 4.6% 2.28 - 1.45 - 15

1962-63 1000 450 1758 3281 1550 1731 4364 223 327 185 142 124 3.3% 1.68 - 1.45 - 15

1963-64 1198 630 2470 3920 1802 2118 5151 260 404 200 204 144 4.0% 1.97 - 1.45 - 16

1964-65 1297 787 3275 4789 2144 2645 6613 345 479 208 271 157 4.1% 2.39 - 1.45 - 17

1965-66 1640 995 3541 5432 2540 2892 7938 398 477 189 288 191 3.6% 2.20 - 1.45 - 18

1966-67 1845 1027 4299 6841 3039 3802 9065 505 620 192 428 235 4.7% 2.80 - 1.45+ - 17

1967-68 1845 1121 5350 7697 3608 4089 9499 572 395 66 329 235 3.5% 2.10 - 1.45 - 18

1968-69 1845 1295 5856 8584 4236 4348 10590 630 582 173 409 235 3.9% 2.66 - 1.45 - 19

1969-70 1845 1333 6543 9242 4886 4356 9935 662 274 0 274 221 2.8% 1.72 - 1.35 - 19

1970-71 1845 1516 6048 10060 5620 4440 13624 749 673 270 403 251 3.0% 2.49 - 1.45 - 20

1971-72 1949 2020 6019 10931 6487 4444 15849 758 885 379 506 273 3.2% 3.04 - 1.50 - 23

1972-73 1949 2194 5324 12227 7491 4736 15653 820 832 360 472 266 3.0% 2.87 - 1.50 - 24

1973-74 1949 2394 6434 13497 8471 5026 16290 902 1007 450 557 180 3.4% 3.43 - 0.93 - 26

1974-75 1949 2827 9196 15838 9593 6245 22510 1134 677 136 541 266 2.4% 3.32 - 1.50 - 28

1975-76 2013 3691 9399 18642 10625 8017 27003 1054 855 91 764 276 2.8% 4.60 - 1.50 - 33

1976-77 2328 3833 11816 20709 11685 9024 28250 1145 1056 0 1056 323 3.7% 5.38 - 1.50+ - 30

1977-78 2118 4721 11986 22430 12723 9707 28105 1101 1044 0 1044 313 3.7% 5.37 - 1.50 - 35

1978-79 3151 5106 11033 24900 13895 11005 37486 1200 1514 0 1514 467 4.0% 5.36 - 1.60+ - 27

1979-80 3151 6263 17739 28405 15099 13306 44827 1300 1762 0 1762 605 3.9% 5.96 - 2.00 - 31

1980-81 3151 8095 15773 33055 16496 16559 60965 1616 2437 0 2437 605 4.0% 8.27 - 2.00 - 38

1981-82 4320 10275 25476 38819 18244 20575 79244 1993 4188 0 4188 839 5.3% 10.18 - 2.00+ - 35 @

1982-83 4226 12458 23361 43191 20219 22972 86522 2187 3481 460 3021 827 3.5% 7.34 - 2.00 - 40

1983-84 5421 14103 25473 46838 23078 23760 85624 2923 2163 235 1928 923 2.3% 3.61 - 2.00 - 37 @

1984-85 5442 15188 30226 52819 26826 25993 93353 3895 2703 390 2313 1241 2.5% 4.32 - 2.30 - 39

1985-86 5452 16551 44651 61943 29030 32913 102597 3399 1832 215 1617 1243 1.6% 3.00 - 2.30 - 41

Ye a r C a p i t a l R e s e -rves and

S u r p l u s

B o r r o -w i n g s

G r o s sB l o c k

D e p r e c -i a t i o n

N e tB l o c k

T u r n -o v e r


P r o f i t /( L o s s )

B e f o r eTaxes

Taxes P r o f i t /( L o s s )A f t e rTaxes

Divid-end inclu-

dingtax

PAT toSales

OrdinaryShare

''A'OrdinaryShare

OrdinaryShare

'A'OrdinaryShare

NetWorth Per

Share* (`)

Earnings PerShare (Basic)* (`)

Dividend PerShare*# (`)

CAPITAL ACCOUNTS (` in lakhs) REVENUE ACCOUNTS (` in lakhs) R AT I O S

Financials Statistics 45

CO

RP

OR

AT

E O

VE

RV

IEW

(1-3

1)

FIN

AN

CIA

L HIG

HLIG

HT

SSTA

TU

TOR

Y R

EP

OR

TS

(46

-12

2)

FIN

AN

CIA

LS (1

23

-20

4)

FINANCIAL STATISTICS


Notes :

@ On increased capital base due to conversion of Bonds / Convertible Debentures / Warrants / FCCN into shares.

$ On increased capital base due to issue of Bonus Shares. Net Worth excludes ordinary dividends.

* Equivalent to a face value of Rs.10/- per share.

# Includes Interim Dividend where applicable.

+ Including on Bonus Shares issued during the year.

! Includes a special dividend of Rs. 2.50 per share for the Diamond Jubilee Year.

++ On increased capital base due to Rights issue and conversion of FCCN into shares.

^ On increased capital base due to GDS issue and conversion of FCCN into shares.

^^ On increased capital base due to QIP issue and conversion of FCCN into shares.

** Consequent to sub-division of shares, figures for previous years are not comparable.

Consequent to Revised Schedule VI becoming effective from April,1, 2011, figures from financial year 2010-11 onwards are on revised basis.

Ye a r C a p i t a l R e s e -rves and

S u r p l u s

B o r r o -w i n g s

G r o s sB l o c k


N e tB l o c k

T u r n -o v e r


P r o f i t /( L o s s )

B e f o r eTaxes

Taxes P r o f i t /( L o s s )A f t e rTaxes

Divid-end inclu-

dingtax

PAT toSales

OrdinaryShare

'A'OrdinaryShare

OrdinaryShare

'A'OrdinaryShare

NetWorth Per

Share* (`)

Earnings PerShare (Basic)* (`)

Dividend PerShare*# (`)

CAPITAL ACCOUNTS (` in lakhs) REVENUE ACCOUNTS (` in lakhs) R AT I O S

1986-87 5452 15886 53476 68352 30914 37438 119689 2157 293 0 293 552 0.2% 0.51 - 1.00 - 40

1987-88 6431 17491 44406 75712 34620 41092 140255 3822 3205 510 2695 1356 1.9% 4.25 - 2.30 - 38 @

1988-89 10501 30740 32396 83455 38460 44995 167642 4315 8513 1510 7003 2444 4.2% 6.74 - 2.50 - 40 @

1989-90 10444 37870 48883 91488 43070 48418 196910 4891 14829 4575 10254 3126 5.2% 9.87 - 3.00 - 47

1990-91 10387 47921 48323 100894 48219 52675 259599 5426 23455 9250 14205 4154 5.5% 13.69 - 4.00 - 56

1991-92 11765 61863 105168 123100 54609 68491 317965 6475 20884 7800 13084 4389 4.1% 12.45 - 4.00 - 67 @

1992-93 12510 64207 144145 153612 61710 91902 309156 7456 3030 26 3004 3642 1.0% 2.47 - 3.00 - 63

1993-94 12867 70745 141320 177824 70285 107539 374786 9410 10195 20 10175 5020 2.7% 7.91 - 4.00 - 65

1994-95 13694 128338 115569 217084 81595 135489 568312 11967 45141 13246 31895 8068 5.6% 23.29 - 6.00 - 104

1995-96 24182 217400 128097 294239 96980 197259 790967 16444 76072 23070 53002 14300 6.7% 21.92 - 6.00 - 100

1996-97 25588 339169 253717 385116 117009 268107 1012843 20924 100046 23810 76236 22067 7.5% 30.40 - 8.00 - 143

1997-98 25588 349930 330874 487073 141899 345174 736279 25924 32880 3414 29466 15484 4.0% 11.51 - 5.50 - 147

1998-99 25590 350505 344523 569865 165334 404531 659395 28132 10716 970 9746 8520 1.5% 3.81 - 3.00 - 147

1999-00 25590 349822 300426 581233 182818 398415 896114 34261 7520 400 7120 7803 0.8% 2.78 - 2.50 - 147

2000-01 25590 299788 299888 591427 209067 382360 816422 34737 (50034) 0 (50034) 0 - (18.45) - - - 127

2001-02 31982 214524 230772 591006 243172 347834 891806 35468 (10921) (5548) (5373) 0 - (1.98) - - - 77 @

2002-03 31983 227733 145831 608114 271307 336807 1085874 36213 51037 21026 30011 14430 2.8% 9.38 - 4.00 - 81

2003-04 35683 323677 125977 627149 302369 324780 1555242 38260 129234 48200 81034 31825 5.2% 24.68 - 8.00 - 102 @

2004-05 36179 374960 249542 715079 345428 369651 2064866 45016 165190 41495 123695 51715 6.0% 34.38 - 12.50! - 114 @

2005-06 38287 515420 293684 892274 440151 452123 2429052 52094 205338 52450 152888 56778 6.3% 40.57 - 13.00 - 145 @

2006-07 38541 648434 400914 1128912 489454 639458 3206467 58629 257318 65972 191346 67639 6.0% 49.76 - 15.00 - 178 @

2007-08 38554 745396 628052 1589579 544352 1045227 3357711 65231 257647 54755 202892 65968 6.0% 52.64 - 15.00 - 203 @

2008-09 51405 1171610 1316556 2085206 625990 1459216 2949418 87454 101376 1250 100126 34570 3.4% 22.70 23.20 6.00 6.50 238 ++

2009-10 57060 1439487 1659454 2364896 721292 1643604 4021755 103387 282954 58946 224008 99194 5.6% 42.37 42.87 15.00 15.50 262 ̂

2010-11 63771 1937559 1591543 2568235 846625 1721610 5160692 136077 219652 38470 181182 146703 3.5% 30.28 30.78 20.00 20.50 315 ̂ ^

2011-12 63475 1899126 1588057 2902206 996587 1905619 5979502 160674 134103 9880 124223 146372 2.5% 3.90** 4.00** 4.00** 4.10** 61.84


NOTICE IS HEREBY GIVEN THAT THE SIXTY-SEVENTH

ANNUAL GENERAL MEETING OF TATA MOTORS LIMITED

will be held on Friday, August 10, 2012 at 3.00 p.m., at Birla

Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg,

Mumbai 400 020 to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Statement

of Profit and Loss for the year ended March 31, 2012

and the Balance Sheet as at that date together with

the Reports of the Directors and the Auditors thereon.

2. To declare a dividend on Ordinary Shares and ‘A’

Ordinary Shares.

3. To appoint a Director in place of Mr Nasser Munjee,

who retires by rotation and is eligible for

re-appointment.

4. To appoint a Director in place of Mr Subodh Bhargava,

who retires by rotation and is eligible for

re-appointment.

5. To appoint a Director in place of Mr Vineshkumar

Jairath, who retires by rotation and is eligible for

re-appointment.

6. To appoint Auditors and fix their remuneration.

Special Business

7. Appointment of Mr Cyrus P Mistry as a Director

To consider and, if thought fit, to pass with or without

modification, if any, the following resolution as an

Ordinary Resolution:-

“RESOLVED that Mr Cyrus P Mistry, who was appointed

by the Board of Directors as an Additional Director of

the Company on May 29, 2012 and who holds office

upto the date of this Annual General Meeting of the

Company, in terms of Section 260 of the Companies

Act , 1956 (“the Act”) , but who is eligible for

appointment and in respect of whom the Company

has received a notice in writing from a Member under

Section 257 of the Act proposing his candidature for

NOTICE

the office of Director of the Company, be and is hereby

appointed a Director of the Company.”

8. Appointment of Mr Ravindra Pisharody

as a Director




“RESOLVED that Mr Ravindra Pisharody, who was

appointed by the Board of Directors as an Additional

Director of the Company on June 21, 2012 and who

holds office upto the date of this Annual General

Meeting of the Company, in terms of Section 260 of

the Companies Act, 1956 (“the Act”), but who is eligible

for appointment and in respect of whom the Company





9. Appointment of Mr Ravindra Pisharody as Executive

Director


modification, the following resolution as an Ordinary

Resolution:-

“RESOLVED that pursuant to the provisions of Sections

198, 269, 309 and other applicable provisions, if any, of

the Companies Act, 1956 (“the Act”), as amended or

re-enacted from time to time, read with Schedule XIII

of the Act, the Company hereby approves of the

appointment and terms of remuneration of

Mr Ravindra Pisharody as the Executive Director of

the Company for a period of 5 years with effect from

June 21, 2012, upon the terms and conditions,

including the remuneration to be paid in the event of

inadequacy of profits in any financial year, as set out

in the Explanatory Statement annexed to the Notice

convening this meeting, with liberty to the Directors

to alter and vary the terms and conditions of the said

appointment in such manner as may be agreed to

between the Directors and Mr Pisharody.”

“RESOLVED FURTHER that the Board of Directors or a

Notice 47

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(1-3

1)

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Y R

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OR

TS

FIN

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LS (1

23

-20

4)

Committee thereof of the Company, be and is hereby

authorised to take all such steps as may be necessary,

proper and expedient to give effect to this Resolution.”

10. Appointment of Mr Satish Borwankar as a Director




“RESOLVED that Mr Satish Borwankar, who was

appointed by the Board of Directors as an Additional

Director of the Company on June 21, 2012 and who

holds office upto the date of this Annual General

Meeting of the Company, in terms of Section 260 of

the Companies Act, 1956 (“the Act”), but who is eligible

for appointment and in respect of whom the Company





11. Appointment of Mr Satish Borwankar as Executive

Director


modification, the following resolution as an Ordinary

Resolution:-

“RESOLVED that pursuant to the provisions of Sections

198, 269, 309 and other applicable provisions, if any, of

the Companies Act, 1956 (“the Act”), as amended or

re-enacted from time to time, read with Schedule XIII

of the Act, the Company hereby approves of the

appointment and terms of remuneration of Mr Satish

Borwankar as the Executive Director of the Company

for a period of 5 years with effect from June 21, 2012,

upon the terms and conditions , including the

remuneration to be paid in the event of inadequacy

of profits in any financial year, as set out in the

Explanatory Statement annexed to the Notice

convening this meeting, with liberty to the Directors

to alter and vary the terms and conditions of the said

appointment in such manner as may be agreed to

between the Directors and Mr Borwankar.”


Committee thereof of the Company, be and is hereby


proper and expedient to give effect to this Resolution.”

12. Revision in the terms of remuneration

of Mr Prakash Telang, Managing Director - India

Operations




“RESOLVED that in partial modification of Resolution

No.10 passed at the Annual General Meeting of the

Company held on August 25, 2009, for appointment

and terms of remuneration of Mr Prakash Telang,

Managing Director - India Operations of the Company

and pursuant to the provisions of Sections 198, 269,

309, 310 and other applicable provisions, if any, read

with Schedule XIII of the Companies Act, 1956, as

amended or re-enacted from time to time, the

Company hereby approves of the change in the

maximum amount of salary payable to Mr Telang,

increasing thereby proportionately, all benefits related

to the quantum of salary for the period from April 1,

2012 to June 21, 2012, as set out in the Explanatory

Statement annexed to the Notice convening this

meeting.”


Committee thereof of the Company be and is hereby


proper and expedient to give effect to this resolution.”

By Order of the Board of Directors

H K SETHNA

Company Secretary

Mumbai, June 21, 2012

Registered Office:

Bombay House, 24, Homi Mody Street, Mumbai 400 001

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a. The relative Explanatory Statement pursuant to

Section 173 of the Companies Act, 1956 in respect of

the business under Item Nos.7 to 12 set out above

and details as required under Clause 49 of the Listing

Agreement entered into with the Stock Exchanges in

respect of Directors seeking appointment/

reappointment at this Annual General Meeting are

annexed hereto.

b. A MEMBER ENTITLED TO ATTEND AND VOTE IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE

ON A POLL INSTEAD OF HIMSELF AND THE PROXY

NEED NOT BE A MEMBER. The instrument appointing

Proxy as per the format included in the Annual Report

should be returned to the Registered Office of the

Company not less than FORTY-EIGHT HOURS before

the time for holding the Meeting. Proxies submitted

on behalf of limited companies, societies, partnership

firms , etc. must be supported by appropriate

resolution/authority, as applicable, issued by the

member organization.

c. Corporate Members intending to send their

authorised representatives to attend the meeting are

requested to send to the Company, a certified copy of

the Board Resolution authorising their representative

to attend and vote in their behalf at the Meeting.

d. Only registered Members (including the holders of ‘A’

Ordinary Shares) of the Company may attend and

vote at the Annual General Meeting. The holders of

the American Depositary Receipts (the ‘ADRs’) and

Global Depositary Receipts (the ‘GDRs’) of the

Company shall not be entitled to attend the said

Annual General Meeting. However, the ADR holders

are entitled to give instructions for exercise of

voting rights at the said meeting through the

Depositary, to give or withhold such consents, to

receive such notice or to otherwise take action to

exercise their rights with respect to such underlying

shares represented by each such American Depositary

Share. A brief statement as to the manner in which

such voting instructions may be given is being sent

to the ADR holders by the Depositary.

In respect of ‘A’ Ordinary Shares, if any resolution at

the meeting is put to vote by a show of hands, each ‘A’

Ordinary Shareholder shall be entitled to one vote,

i.e., the same number of votes as available to holders

of Ordinary Shares. If any resolution at the meeting is

put to vote on a poll, or if any resolution is put to vote

by postal ballot, each ‘A’ Ordinary Shareholder shall

be entitled to one vote for every ten ‘A’ Ordinary

Shares held.

e. In case of joint holder attending the Meeting, only

such joint holder who is higher in the order of names

will be entitled to vote.

f. The Register of Members and Transfer Books of the

Company will be closed from Friday, July 20, 2012 to

Friday, August 10, 2012, both days inclusive. If the

dividend as recommended by the Board of Directors

is approved at the Annual General Meeting, payment

of such dividend will be made on or after August 14,

2012 as under:

i. To all Beneficial Owners in respect of shares

held in electronic form, as per the data made

available by the National Securities Depository

Limited and the Central Depository Services

(India) Limited, as of the close of business hours

on July 19, 2012.

ii. To all Members in respect of shares held in

physical form, after giving effect to valid transfers

in respect of transfer requests lodged with the

Company on or before the close of business hours

on July 19, 2012.

iii. The ‘A’ Ordinary Shareholders will receive

dividend for any financial year at five percentage

points more than the aggregate rate of dividend

declared on Ordinary Shares for that financial year.

g. To avoid loss of dividend warrants in transit and undue

delay in respect of receipt of dividend warrants, the

Company has provided a facility to the Members for

remittance of dividend through the National

Electronic Clearing System (NECS). NECS essentially

Notice 49

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Explanatory Statement

The following Explanatory Statement, pursuant to Section

173 of the Companies Act, 1956 (‘the Act’), sets out all material

facts relating to the business mentioned at Item Nos. 7 to 12

of the accompanying Notice dated June 21, 2012:

Item No.7: The Board of Directors (‘the Board’) appointed

Mr Cyrus P Mistry as an Additional Director of the Company

on May 29, 2012, pursuant to Section 260 of the Act and

Article 132 of the Articles of Association of the Company.

Under Section 260 of the Act, Mr Mistry ceases to hold

office at this Annual General Meeting but is eligible for

appointment as a Director. Notice under Section 257 of

the Act has been received from a Member signifying his

intention to propose Mr Mistry’s appointment as a Director.

Mr Mistry is a graduate of Civil Engineering from Imperial

College, UK and has an M.Sc. in Management from London

Business School. He has been associated with the

Shapoorji Pallonji Group since 1994. Under Mr Mistry’s

guidance, Shapoorji Pallonji’s construction business has

grown from a turnover of US$ 20 million to approximately

US$ 1.5 billion, with presence in over 10 countries. He

joined the Board of Tata Sons Limited in 2006 and is

presently the Executive Deputy Chairman. Brief

information of Mr Mistry is given in the Annexure attached

to the Notice.

The Board considers it desirable that the Company should

continue to avail of the services of Mr Mistry and

accordingly commends the Resolution at Item No. 7 for

approval by the Members.

operates on the new and unique bank account

number allotted by banks post implementation of

Core Banking Solutions (CBS) for centralized processing

of inward instructions and efficiency in handling

bulk transactions. The NECS facility is available at

locations identified by Reserve Bank of India from

time to time and covers most of the cities and

towns. Members holding shares in physical form

and desirous of availing this facility are requested

to contact the Company’s Registrars and

Transfer Agents.

h. Members holding shares in dematerialised mode

are requested to intimate all changes pertaining

to their bank details, NECS, mandates, nominations,

power of attorney , change of address/name ,

PAN details, etc. to their Depository Participant

only and not to the Company’s Registrars and

Transfer Agents. Changes intimated to the

Depository Participant will then be automatically

reflected in the Company ’s records which will

help the Company and its Registrars and Transfer

Agents to provide efficient and better service to the

Members.

i. As per Securities and Exchange Board of India (SEBI)

notification, submission of Permanent Account

Number (PAN) is compulsorily required for

participating in the securities market, deletion of name

of deceased shareholder or transmission/

transposition of shares. Members holding shares in

dematerialised mode are requested to submit the

PAN details to their Depository Participant, whereas

Members holding shares in physical form are

requested to submit the PAN details to the Company’s

Registrars and Transfer Agents.

j. Members’ attention is particularly drawn to the

“Corporate Governance” section in respect of

unclaimed and unpaid dividends.

k. Members desiring any information as regards the

Accounts are requested to write to the Company at

an early date so as to enable the Management to

keep the information ready at the Meeting.

l. As an austerity measure, copies of the Annual Report

will not be distributed at the Annual General Meeting.

Members are requested to bring their attendance slip

alongwith a copy of Annual Report to the Meeting.

FIN

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Mr Mistry is not related to any other Director of the

Company. Mr Mistry is concerned or interested in Item

No. 7 of the Notice.

Item Nos.8 to 11: The Board of Directors (‘the Board’)

appointed M/s Ravindra Pisharody and Satish Borwankar

as Additional Directors of the Company on June 21, 2012

pursuant to Section 260 of the Act and Article 132 of the

Articles of Association of the Company. Under Section

260 of the Act, M/s Pisharody and Borwankar cease to

hold office at this Annual General Meeting but are eligible

for appointment as Directors. Notices under Section 257

of the Act have been received from a Member signifying

his intention to propose their appointments as Directors.

The Board has also appointed Mr Pisharody as Executive

Director (Commercial Vehicles) and Mr Borwankar as

Executive Director (Quality , Vendor Development &

Strategic Sourcing) of the Company for a period of 5 years

with effect from June 21, 2012, subject to the approval of

the Members.

Mr Pisharody is an alumni of IIT, Kharagpur and IIM,

Calcutta. He joined the Company in 2007 as Vice-President

(Sales and Marketing, CVBU) and was later elevated as

President (Commercial Vehicles Business Unit) in 2009. Mr

Pisharody played a significant role in doubling the

commercial vehicle volumes and also oversaw the launch

of a large number of new products, including the Company’s

entry into world class product platforms such as the Prima

and Ultra. Prior to joining the Company, he has worked in

various roles with M/s Castrol India Limited, BP Singapore

Pte. Limited and Philips India Limited. He has over 30

years’ experience in sales , marketing and business

development.

Mr Borwankar is a Mechanical Engineer with honours from

IIT, Kanpur. He joined the Company in August 1974 and

has been responsible, in various executive positions, for

overseeing and implementing product development,

manufacturing operations and quality control initiatives

of the Company. Prior to his induction on the Board,

Mr Borwankar was Senior Vice President (Manufacturing

Operations - CVBU). He has played a significant role in

setting up green field projects for M&HCV’s , axle

components, designing and production of trims and

chassis. He has over 37 years of experience in

manufacturing and quality control with the Company.

Brief resume of M/s Pisharody and Borwankar is given in

the Annexure attached to the Notice.

The terms of appointment of M/s Pisharody and

Borwankar {“the Appointee(s)”} as approved by the Board,

on June 21, 2012 include:-

a. Tenure of Agreement(s): For a period of 5 years from

June 21, 2012.

b. Nature of duties: The Appointee(s) shall, devote his

whole time and attention to the business of the

Company and carry out such duties as may be

entrusted to him by the Board from time to time and

exercise such powers as may be assigned to him,

subject to superintendence, control and directions

of the Board in connection with and in the best

interests of the business of the Company and the

business of any one or more of its subsidiaries and/

or associated companies, including performing

duties as assigned by the Board from time to time by

serving on the boards of such companies or any

other executive body or any committee of such

a company.

c. Remuneration:

(i) Salary: Upto a maximum of `7,00,000/- per

month with authority to the Board or a

Committee thereof to fix the salary and annual

increments, which would be effective April 1,

every year, as may be decided by the Board,

based on merit and taking into account the

Company ’s performance, within the said

maximum amount. (ii) incentive remuneration,

if any, and/or commission based on certain

performance criteria to be laid down by the

Board; (iii) benefits, perquisites and allowances

as may be determined by the Board from time

to time.

Minimum Remuneration: Notwithstanding anything

to the contrary herein contained, where in any

financial year during the currency of the tenure of

the Appointee(s), the Company has no profits or its

profits are inadequate , the Company will pay

remuneration by way of salary , incentive

remuneration , perquisites and allowances , as

specified above.

Notice 51

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d. Other terms of Appointment:

i. The terms and conditions of the said

appointment(s) may be altered and varied from

time to time by the Board as it may, in its

discretion deem fit, irrespective of the limits

stipulated under Schedule XIII to the Act or any

amendments made hereafter in this regard in

such manner as may be agreed to between the

Board and the Appointee(s), subject to such

approvals as may be required.

ii. The Appointee(s) shall not become interested

or otherwise concerned, directly or through his

spouse and/or children, in any selling agency

of the Company.

iii. This appointment(s) may be terminated by

either party by giving to the other party six

months’ notice of such termination or the

Company paying six months’ remuneration in

lieu of the Notice.

iv. The employment of the Appointee(s), may be

terminated by the Company without notice or

payment in lieu of notice:

• if the Appointee(s), is found guilty of any

gross negligence, default or misconduct

in connection with or affecting the

business of the Company or any subsidiary

or associated company to which he is

required by the Agreement to render

services; or

• in the event of any serious repeated or

continuing breach (after prior warning) or

non-observance by the Appointee(s), of any

of the stipulations contained in the

Agreement to be executed between the

Company and the Appointee(s); or

• in the event the Board expresses its loss of

confidence in the Appointee(s).

v. In the event the Appointee(s) is not in a position

to discharge his official duties due to any

physical or mental incapacity, the Board shall

be entitled to terminate his contract on such

terms as the Board may consider appropriate

in the circumstances.

vi. Upon the termination by whatever means of

employment of the Appointee(s):

• the Appointee(s) shall immediately tender

his resignation from other offices held by

him in any subsidiaries and associated

companies and other entities without

claim for compensation for loss of office.

• the Appointee(s) shall not without the

consent of the Company at any time

thereafter represent himself as connected

with the Company or any of its subsidiaries

or associated companies.

vii. The Appointee(s) is appointed as a Director(s)

by virtue of his employment in the Company

and his appointment shall be subject to the

provisions of Section 283(1)(l) of the Act.

viii. All Personnel Policies of the Company and the

related Rules which are applicable to other

employees of the Company shall also be

applicable to the Appointee(s), unless specifically

provided otherwise.

ix. If and when the Agreement expires or is

terminated for any reason whatsoever, the

appointee(s) will cease to be the Executive

Director(s) and also cease to be a Director. If at

any time , the appointee(s) ceases to be a

Director of the Company for any reason

whatsoever, he shall cease to be the Executive

Director(s) and the Agreement shall forthwith

terminate. If at any time , the appointee(s)

ceases to be in the employment of the

Company for any reason whatsoever, he shall

FIN

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(32

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)


cease to be a Director and Executive Director(s)

of the Company.

x. The terms and conditions of appointment with

the Appointee(s) also include clauses pertaining

to adherence with the Tata Code of Conduct, no

conflict of interest with the Company and

maintenance of confidentiality.

In compliance with the provisions of Sections 198, 269,

309 and other applicable provisions of the Act read with

Schedule XIII of the Act, the terms of remuneration

specified above are now being placed before the

Members for their approval.

The Directors commend the resolutions at Item Nos. 8 to

11 of the accompanying notice for approval of the

Members of the Company.

M/s Pisharody and Borwankar are concerned or interested

in the Resolutions of the accompanying Notice relating

to their own appointment.

This may be treated as an abstract of the draft Agreement

between the Company and the Appointee(s) pursuant to

Section 302 of the Act.

Item No.12: At the Annual General Meeting of the

Company held on August 25, 2009, the Members of the

Company had approved the appointment and terms

of remuneration of Mr Prakash Telang as the Managing

Director - India Operations of the Company ,

including inter alia the maximum amount of salary of

`6,50,000/- p.m.

The Remuneration Committee and the Board have at their

meetings held on May 29, 2012 recommended for approval

of the Members, the increase in the maximum basic salary

payable to Mr Telang from `6,50,000/-p.m. to `6,75,000/-

p.m. as also monthly salary of `6,75,000/- payable to

Mr Telang, increasing thereby, proportionately, all the

benefits related to the quantum of salary w.e.f. April 1,

2012 for the remainder of the tenure of his contract upto

June 21, 2012. The aggregate of the remuneration as

aforesaid shall be within the maximum limits as laid down

under Sections 198, 309, 310 and all the other applicable

provisions, if any, of the Act read with Schedule XIII to the

Act as amended and as in force from time to time.

All other terms and conditions of the appointment

of Mr Telang, as approved by the Members, will

remain unchanged.

In compliance with the provisions of Sections 269, 309,

310 and and of remuneration other applicable provisions

of the Act, the revised terms of remuneration of Mr Telang

as the Managing Director - India Operations as specified

above are now being placed before the Members for their

approval.

The Directors commend the Resolution at Item No.12

of the Notice for the approval of the Members of

the Company.

Mr Telang is concerned or interested in Item No.12 of

the Notice.

By Order of the Board of Directors

H K SETHNA

Company Secretary


Registered Office:

Bombay House, 24, Homi Mody Street, Mumbai 400 001

Notice 53

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DIRECTORS’

REPORTTO THE MEMBERS OF TATA MOTORS LIMITED

The Directors present their Sixty-Seventh Annual Report and the Audited Statement of Accounts for the year endedMarch 31, 2012.

FINANCIAL PERFORMANCE SUMMARY (` in crores)

FINANCIAL RESULTS

Gross revenue 59,220.94 51,183.95 170,677.58 126,414.24

Net revenue (excluding excise duty) 54,306.56 47,088.44 165,654.49 122,127.92

Total expenditure 49,894.76 42,282.07 141,954.02 104,312.89

Operating profit 4,411.80 4,806.37 23,700.47 17,815.03

Other income 574.08 422.97 661.77 429.46

Profit before interest, depreciation, amortization,

Exceptional item and tax 4,985.88 5,229.34 24,362.24 18,244.49

Finance cost 1,218.62 1,383.70 2,982.22 2,385.27

Cash profit 3,767.26 3,845.64 21,380.02 15,859.22

Depreciation, amortization and product

Development / engineering expenses 1,840.99 1,502.00 7,014.61 5,653.06

Profit for the year before exceptional items & tax 1,926.27 2,343.64 14,365.41 10,206.16

Exceptional items - loss/(gain) 585.24 147.12 831.54 (231.01)

Profit before tax 1,341.03 2,196.52 13,533.87 10,437.17

Tax expense/(credit) 98.80 384.70 (40.04) 1,216.38

Profit after tax 1,242.23 1,811.82 13,573.91 9,220.79

Share of minority interest and share of profit of associates(net) - - 57.41 (52.83)

Profit for the year 1,242.23 1,811.82 13,516.50 9,273.62

APPROPRIATIONS

Profit for the year 1,242.23 1,811.82 13,516.50 9,273.62

Balance brought forward from previous year – profit/(loss) 2,078.92 1,934.13 6,461.49 (1,017.85)

Amount available for appropriations 3,321.15 3,745.95 19,977.99 8,255.77

Less: appropriations

Debenture Redemption Reserve 70.00 - 70.00 -

General Reserve 125.00 200.00 158.03 228.78

Other Reserves - - 65.38 84.20

Dividend (including dividend distribution tax) 1,462.24 1,467.03 1,488.62 1,481.30

Balance carried to Balance Sheet 1,663.91 2,078.92 18,195.96 6,461.49

Company(Standalone)

Tata Motors Group(Consolidated)

FY 2011-12FY 2011-12 FY 2010-11 FY 2010-11


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DIVIDEND

Considering the Company’s financial performance, the Directors recommended a dividend of

`4/- per share (200%) on the capital of 2,70,77,31,241 Ordinary Shares of `2/- each (previous

year: `20/- per share (200%) on share of face value of `10/- each) and `4.10 per share (205%)

on 48,19,59,190 ‘A’ Ordinary Shares of `2/- each (previous year: `20.50 per share (205%) on

share of face value of `10/- each) fully paid-up for FY 2011-12 and will be paid on or after

August 14, 2012. The said dividend, if approved by the Members, would involve a cash outflow

of `1,464 crores (previous year: `1,466 crores) including dividend distribution tax resulting in

a payout of 118% (previous year: 81%) of the standalone profits for the year and 11% (previous

year: 16%) of the consolidated profits of the Company.

SUB-DIVISION OF SHARES

As a step towards better liquidity and increased investor participation, the Company undertook

a sub-division of face value of its Ordinary Shares and ‘A’ Ordinary Shares (collectively “the

Shares”) from `10/- to `2/- per share with effect from the Record Date i.e. September 13,

2011. New ISINs - INE155A01022 for Ordinary Shares and IN9155A01020 for ‘A’ Ordinary

Shares have been obtained from the Depository. Consequently, the sub-divided Shares were

credited to the respective depository accounts of Members holding shares in electronic form

and new share certificates were issued to Members holding Shares in physical form.

OPERATING RESULTS AND PROFITS

Global markets had a mixed year with the US showing recovery, European countries continue

to face a crisis, while Asia, China in particular, continued on a healthy growth trajectory.

After a strong performance in FY 2010-11, the Indian economy showed signs of slowdown

in FY 2011-12, due to inflationary pressures. Measures taken to arrest inflation adversely

impacted growth which dropped to 6.9% from 8.6% in the previous financial year. The year

also witnessed a sharp deceleration in manufacturing activity mainly due to monetary tightening,

weak external demand and lack of investment activity. The Indian automotive industry continued

to grow, albeit at a reduced rate of 7.2%. The Tata Motors Group took cognizance

of the global development and planned market actions accordingly. The Tata Motors Group

recorded a 35.0% overall growth in gross turnover from `1,26,414 crores in FY 2010-11

to `170,678 crores in FY 2011-12. This is the highest turnover recorded by the Group. The

consolidated revenues (net of excise) for FY 2011-12, of ̀ 165,654 crores grew by of 35.6% over

last year on the back of strong growth in volumes across products and markets. The consolidated

EBITDA margins for FY 2011-12 stood at 14.3%. Consequently, Profit Before Tax and Profit

After Tax were `13,534 crores and `13,517 crores, respectively. During the year Jaguar Land

Rover accounted for credit of GB£ 225million (`1,794 crores) in respect of carried forward past

losses in view of certainity of utilising the losses against future profits.

Tata Motors recorded a gross turnover of `59,221 crores, a growth of 15.7%, from `51,184

crores in the previous year. Cost reduction and value engineering continue to be areas of focus

to improve operational efficiency. However, the increase in commodity prices globally put

Highest ever

Units Sold

12,69,483 ( 18%)

Gross Revenues

`̀̀̀̀170,678 Crores ( 35%)

Profit After Tax

`̀̀̀̀13,517 Crores ( 46%)

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reported a Profit After Tax of `240 crores in FY 2011-12. Tata

Motors Finance Limited announced their maiden dividend of

5% per equity share for FY 2011-12.

VEHICLE SALES AND MARKET SHARES

The Tata Motors Group sales stood at 12,69,483 vehicles, higher

by 17.7% over the previous year. Global sales of all commercial

vehicles were at 5,99,913 units, while global sales of all passenger

vehicles were at 6,69,507 units.

Tata Motors

The Company recorded sales of 8,63,248 vehicles, a growth of

10.9% over the previous year, in the Indian domestic market.

With the industry growing at a moderate 7.2%, the improved

sales resulted in an increase in the Company’s market share

from 24.3% to 25.2%, in the Indian industry. The Company

exported 63,105 vehicles from India, against 58,089 vehicles

exported last year.

Commercial Vehicles

Within the domestic market, the Company continued to

strengthen its presence in commercial vehicles, with sales of

5,30,204 units, growing 15.7% from the previous year - an all-

time high for the Company. This represented a market

leadership share of 59.4% in the domestic CV market.

Some of the highlights for the year were:

Sales in the LCV segment continued to drive performance,

growing by a healthy 23.5% during the year to 323,118

units. The ramp up of micro-trucks - Ace Zip and Magic Iris

continued, contributing to the growth in this segment

alongwith the traditional Ace and Magic family. The

Dharwad plant for the manufacture of the Zip and Iris was

commissioned as scheduled and started operations from

February 2012. However, as competition intensified, the

market share dipped to 59.4% from 62.1% last year. The

new generation Tata Ultra range of trucks was displayed at

the Auto Expo and is expected to further drive growth in

this segment.

pressure on margins. Additionally, the need to increase

marketing expenses to protect and grow market share have

resulted in EBITDA margins reducing from 10.2% to

8.1%. During the year, there was an impact of `585 crores

of exceptional items on account of exchange loss (net)

including on revaluation of foreign currency borrowings,

deposits and loans arising from the depreciation of Indian

Rupee and provision for impairment made for certain

investments. The Profit Before Tax and Profit After Tax for the

fiscal were lower at ̀ 1,341 crores and ̀ 1,242 crores, as compared

to `2,197 crores and `1 ,812 crores in the previous

year, respectively.

Jaguar Land Rover continued its growth in expanding markets,

including a 76% year-on-year increase in China retail sales. The

strengthening of business in China is expected to make it the

largest market for Jaguar Land Rover within the next 12 months.

Jaguar Land Rover also improved performance in more mature

economies, where, despite uncertain trading conditions, it

increased sales in all major markets.

Jaguar Land Rover recorded a turnover of `1,03,635 crores, a

growth of 47.4% from `70,304 crores in the previous year.

Volume growth was driven not only by new vehicle launches in

the year, but also by increasing sales of existing models.

Profitability growth was also benefitted from favourable

exchange rates. The positive impact of the strengthening

US$ against the GB£ and the Euro, improved revenues given a

largely GB£ and Euro cost base. Further, cost efficiency

improvements in material costs and manufacturing

costs supported improvement in operational performance.

These resulted in a higher EBITDA and Profit Before Tax

of `17 ,035 crores and `11 ,820 crores respectively , as

compared to `11,478 crores and `7,665 crores, respectively in

the previous year. The EBITDA margin for FY 2011-12 is 16.3%.

After recognition of previously unrecognised tax losses of

`1,794 crores the Profit After Tax was higher at `12,279 crores,

as compared to `7,073 crores in the previous year.

Tata Motors Finance Limited, the Company’s captive financing

subsidiary, registered net revenues of `2,018 crores and


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Sales in the M&HCVs segment grew moderately at 5.3%.

Volumes at 2,07,086 units reflected a market share of 59.4%.

This segment also saw the entry of new players, which put

pressure on the market share. However, sales of the Tata

Prima, the next generation truck continued to grow. An

increased focus on network development and customer

initiatives, laid the foundation for future growth in M&HCVs.

Passenger Vehicles

In a year where the domestic car industry grew only by 3.6%,

the Company’s sales of passenger vehicles in the domestic

market (inclusive of Tata, Fiat and Jaguar Land Rover brands)

was at its highest ever at 333,044 units, representing a growth

of 4.0% over the sales of previous year. In an intensely

competitive passenger vehicles market, a market share at 13.1%

was same as last year.

Some of the highlights of this year’s performance were:

Sales of the Tata Nano increased to 74,521 units, a growth

of 5.8% over last year. The Nano 2012 was launched in

November 2011 in 10 new colours, resulting in an increased

demand. Measures were undertaken to increase market

penetration by establishing low-investment dealerships

in interior towns.

Sales in the Compact segment (comprising Indica V2,

Indica Vista, Indigo CS, Fiat Palio and Punto) grew by

10.5% to 1,76,104 units. The Indica Vista refresh, the Indica

eV2 and the Indigo eCS were launched during the year,

boosting sales in this segment and improving market share

to 20.6% from 19.1% last year.

Sales in the Mid Size segment (comprising Indigo and

Indigo Manza) were at 19,645 units. A slew of new entrants

in this segment affected market share, which declined to

9.6% from 21.9%.

In the Utility Vehicles (UV) segment, comprising Sumo, Safari,

Aria and Land Rover, the Company sold 49,035 units, which

translated to a growth of 16.8% and a market share of 13.3%.

Sumo Gold, a new and improved variant of the Sumo was

launched in November 2011, boosting UV sales.

In the Vans segment, market share increased to 5.2% from

0.8% as the Venture sales continued to grow.

Fiat Sales were at 17,129 units representing a market

share of 0.67%.

The Company sold 2,274 units of Jaguar Land Rover

brands during the year. Network for these brands continued

to grow with 13 dealerships across 11 cities in the Country

by the year end. The assembly plant for the Freelander in

Pune assembled more than 800 units since the start of

operations during the year.

Exports

Focused efforts in select ASEAN and Africa markets helped

international exports from India grow by 8.6% to 63,105

units in the fiscal year. The Company exported 55,079 commercial

vehicles and 8,026 passenger vehicles, a growth of 9.6% and

2.3% respectively over last year. A CKD plant was setup in

South Africa for the assembly of commercial vehicles.

Another plant is being setup in Indonesia and is expected

to start operations next year. The Company continues to

have a special focus on expanding its global footprint

and is targeting product actions specifically to cater to

international geographies.

Jaguar Land Rover

Jaguar Land Rover sold 314,433 vehicles in FY 2011-12, an increase

of 29.1% on the prior reporting period. At the brand level,

wholesale volumes were 54,039 units for Jaguar and 260,394

units for Land Rover, growing 2.0% and 36.6%, over the previous

year, respectively.

Retail volumes in key growth markets saw significant increases

with China and the Asia Pacific region.

Some of the highlights of this year’s performance were:

Launch of the Range Rover Evoque in September 2011

with a world-wide roll out in December 2011, recording

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Thailand during the year, which negatively impacted supply

chain partners and the overall demand scenario in Thailand. As

a result, volumes of TMTL at 4,978 units in FY 2011-12, were

down by 17.5% from last year. TMTL launched TDCV CNG

tractors and Super Ace to boost volumes. The Nano is also

currently being tested for sale in Thailand and has a potential to

boost volumes.

Tata Motors (SA) (Proprietary) Limited

Tata Motors (SA) (Proprietary) Limited launched the Prima range

of trucks in South Africa alongwith the TDCV range of tractor

trailers and the Indigo Manza at the Johannesburg Motor Show

with a view to increase the product offerings in South Africa.

CUSTOMER FINANCING INITIATIVES

The vehicle financing activity under the brand “Tata Motors

Finance” of Tata Motors Finance Limited - a wholly-owned

subsidiary company, posted improved financial results through

higher disbursements, focus on controlling costs, improving

quality of fresh acquisitions and micro-management of

collections. Tata Motors Finance financed 2,30,588 vehicles during

the year as compared to 1,60,781 vehicles in the previous year.

Total disbursements of ̀ 10,505 crores grew by 32.8% compared

to `7,908 crores in the previous year. The disbursals for

commercial vehicles were `7,204 crores (1,20,032 units) in

FY 2011-12 compared to `6,041 crores (94,446 units) for FY

2010-11. For passenger cars, disbursals were `3,301 crores

(1,10,556 units) in FY 2011-12 compared to ̀ 1,867 crores (66,335

units) in FY 2010-11. Market share in terms of the Tata vehicle

unit sales in India financed by Tata Motors Finance Limited

increased from 21% to 23% in commercial vehicles and from

22% to 35% in passenger cars. Tata Motors Finance Limited

implemented a strategy to manage non-performing assets

(NPA), improve collection efficiencies and enhance the “Risk

Scored Pricing Model” approach. This strategy along with a

thrust on customer relations through a branch based re-

organised field structure, improved operations and profitability,

creating a robust platform to enable future growth.

sale of over 60,000 units in the first six months. The Evoque

received over a 100 awards including Top Gear Car of the

Year, World Design Car of the Year and North American

Truck of the Year.

Expanded the Jaguar XF range with a more fuel efficient,

2.2 D XF with an 8 speed automatic gear box.

The introduction of new variants of the Jaguar XF as well

as the continued strength of Ranger Rover and Range

Rover Sport were key contributors to the overall success.

Entered into a JV with Chery Automobiles, China to

develop, manufacture and sell certain Jaguar and Land

Rover vehicles and jointly branded vehicles for the

Chinese market.

Announced a GB£ 355 million investment in new state-of-

the-art facility at Wolverhampton, UK, to manufacture new

advanced low-emission engines.

Tata Daewoo Commercial Vehicles Company Limited

Sales of Tata Daewoo Commercial Vehicle (TDCV) at 9,531 units

were higher by 9% from last year. Tata Daewoo Sales Company

which was established in FY 2010-11, to distribute TDCV

products, has stabilized its operation during the year enabling

TDCV to focus on key accounts and fleet customers.

Tata Hispano Motors Carrocera

Tata Hispano Motors Carrocera, S.A. (Tata Hispano) was deeply

affected by the economic downturn in Europe, particularly in

Spain. Sales for the year were at 368 units, down by 27% from

last year. Tata Hispano’s bid for and delivered a prestigious CNG

series hybrid low floor bus order for EMT Madrid during the

year, demonstrating its technological capability. The Company

made a provision for investments in Tata Hispano, arising from

continuous undeperformance impacted by challenging

market conditions.

Tata Motors (Thailand) Limited

Tata Motors (Thailand) Limited (TMTL) was affected by floods in


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For other overseas operations, the Company does not have a

capital financing company but has arrangements with local

consumer finance provides in key markets. Jaguar Land Rover

has arrangements in place with FGA Capital, a joint venture

with Fiat Auto and Credit Agricole for UK and European

consumer finance, Chase Auto Finance for North America and

similar arrangements with local providers in a number of other

key markets. Tata Motors (Thailand) Limited has financing

arrangements with Thanachart Bank.

HUMAN RESOURCES

The Tata Motors Group employed 58,618 permanent employees

(previous year - 52,244 employees) as of the year end, out of

which 53,011 employees were engaged in automotive

operations. Tata Motors Limited employed 29,217 permanent

employees (previous year - 26,214 employees) as of the

year end. This increase supported the higher production

and sales across the Group. The Tata Motors Group has

generally enjoyed cordial relations with its employees

and workers.

All employees in India belonging to the operative grades are

members of labor unions except at our Sanand and Dharwad

plants. All the wage agreements have been renewed in a timely

manner and are all valid and subsisting. Operatives and Unions

support in implementation of reforms that impact quality, cost

erosion and improvements in productivity across all locations

is commendable.

Safety & Health - Performance and Initiatives

The Leadership in Tata Motors is fully committed to the ultimate

goal of employee safety. All employees at Tata Motors facilities

are progressing with the vision of "Excellence in Safety". Safety

reports are reviewed at the highest level including Board

meetings. Tata Motors is working with DuPont for the

improvement in safety culture towards setting up world- class

safety standards and processes and building capability to

improve and sustain a world-class safety culture. There has been

an overall 41% improvement in safety performance across units

during the year. This improvement has been recorded through

the reduction of LTI -FR (Lost Time Injury Frequency Rate) which

stood at 0.44 in FY 2011-12 as against 0.74 in FY 2010-11.

Improvement of safety at offices, warehouses, depots and

dealership workshops through the development of safety norms

has set expectations on safety, setting up of Safety Committees

and carrying out structured safety audits. Safety initiatives such

as the "i-drive Safe" campaign for improving road and driving

safety involving training of 2,500 drivers in defensive driving

were undertaken. A host of initiatives on health and wellness

were implemented with deployment of Health Index metrics

across all plants in India.

The Pantnagar plant conferred with the prestigious 'Sword of

Honour' by the British Safety Council, UK, is a reflection of the

high standards of Health and Safety, performance and

demonstration of Safety Leadership, in all phases of operations

of the plant. The Passenger Car Business took safety management

to the next level by aligning with British Safety Council

Health & Standards and by achieving a 5 Star rating in the

Audit with a score of 97.19% and 94.93% for Pune and Sanand

plant, respectively.

Jaguar Land Rover's health and safety management system is

based on the UK Health and Safety Executive's guidance for

Health and Safety Management - HSG65, which sets a framework

for the various aspects of a successful health and safety

management system. All Jaguar Land Rover sites in the UK are

accredited with OHSAS18001 and underwent an annual

surveillance visit by the external assessors during 2011, which

verified its continued compliance to this standard. The overall

performance of Jaguar Land Rover's has been good with

reduction in Lost Time Case rate. Jaguar Land Rover's

Occupational Health Department also achieved accreditation

to the SEQOHS standard (Safe Effective Quality Occupational

Health Standard) for its activities and management systems

within the Occupational Health facilities. An increase in

headcount has led to a requirement for increasing the Health

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During the year, the Company raised Syndicated Foreign

currency term loans of USD 500 million in accordance with the

guidelines on External Commercial Borrowings (ECB) issued by

the Reserve Bank of India in two tranches with tenors between

four to seven years towards financing its general capital

expenditure and investments in its overseas subsidiaries.

Tata Motors issued rated, listed, unsecured, non-convertible

debentures of `500 crores with maturities of 5-7 years in May

2012, to optimize the loan maturity profile.

During the year, post spend on capex, design and development

of GB£ 1,410million (`10,765 crores), the free cash flows were

GB£ 1,062 million (`8,318 crores), for Jaguar Land Rover. The

borrowings of the Jaguar Land Rover as on March 31, 2012

stood at GB£ 1,848 million (`15,065 crores) (previous year GB£

1,260 million (`9,007 crores)). Cash and bank balances stood at

GB £2,563 million (`20,891 crores) (previous year GB£ 1,028

million (`7,349 crores)) resulting in negative net debt position.

In May 2011, Jaguar Land Rover PLC issued GB£1,000 million

equivalent Senior Notes (Notes). The Notes include,

GB£500 million Senior Notes due 2018, at a coupon of

8.125% per annum, USD 410 million Senior Notes due 2018, at

a coupon of 7.75% per annum and USD 410 million Senior

Notes due 2021 at a coupon of 8.125% per annum. This facility

gave Jaguar Land Rover an access to long tenor funding while

also diversifying its sources of funding.

In March 2012, Jaguar Land Rover issued GB£500 million

Senior Notes due 2020, at a coupon of 8.25% per annum,

with a yield of 8.375% per annum. This was an opportunistic

fund raising which enabled Jagaur Land Rover to reinforce its

market acceptance and demonstrated the confidence of the

investors, while continuing to support steps taken towards

strengthening capital structure and enhancing the debt

maturity profile.

During the year, Jaguar Land Rover established 3-5 year

committed Revolving Credit Facility amounting to GB£710

million. These lines, which have been availed from 13 banks, can

be drawn as per requirement and is a step to further strengthen

the capital structure.

Tata Motors Finance Limited raised `155 crores by an issue of

and Safety training and Induction programmes; with focused

events around skilled workers being recruited into functions

such as plant maintenance. The business has continued and

built upon its programme of proactive health promotion events

for employees throughout the year, covering a range of topics.

A Health and Safety Week coinciding with the European Week

of Safety took place across all Jaguar Land rover sites, comprising

a series of specific events for its workforce.

Tata Daewoo Commercial Vehicles Co. Ltd, Korea recorded an

incident rate of 0.48% for FY 2011-12, at par with the total

industry rate. The Safety Index for FY 2011-12 was posted at

2.40, an improvement from 2.87 for FY 2010-11. TDCV also took

a series of steps to improve their work environment for which

it was declared as "Toxic free TATA DAEWOO." Tata Motors

(Thailand) Limited reported an improved safety performance.

Safety risk assessment is being reviewed for robustness, and

safety training is being enhanced. Tata Motors (SA) (Pte) Ltd

completed a baseline risk assessment and training of all its

employees. The surveillance system was enhanced for improving

security. Tata Hispano Motors Carrocera SA implemented many

ergonomic projects to improve working conditions, making it

a healthy, safe and productive work-place. Work-place environment

is regularly monitored for upkeep and tracking of progress.

FINANCE

During the year, the free cash flows for Tata Motors Group were

`4,601 crores, post spend on capex, design and development

of `13,783 crores. Tata Motors Group’s borrowing as on March

31, 2012 stood at `47,149 crores (previous year `32,811 crores).

Cash and bank balances stood at `18,238 crores (previous year

`11,410 crores).

Post spend on capex, design and development of ̀ 2,835 crores,

the free cash flows were `818 crores for standalone operations

of the Company. The borrowings of the Company as on March

31, 2012 stood at `15,881 crores (previous year `15,915 crores).

Cash and bank balances stood at `1,841 crores (previous year

`2,429 crores).


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unsecured, non-convertible, subordinated perpetual debentures

towards Tier 2 Capital to meet its growth strategy and improve

its Capital Adequacy ratio.

With healthy profitability and cash flow generation, Tata Motors

was able to further de-leverage its Balance sheet.

The Consolidated Net Automotive Debt to Equity Ratio

stood at 0.25:1 on March 31, 2012 compared to 0.56:1 on

March 31, 2011.

Tata Motors Group has undertaken and will continue to

implement suitable steps for raising long term resources

to match fund requirements and to optimize its loan

maturity profile.

The Company’s rating for foreign currency borrowings stood at

“BB-”/Stable by Standard and Poor and “Ba3”/Stable by Moodys.

For borrowings in the local currency, the rating stood at “AA-”

by Crisil and at “AA-” by ICRA. During FY 2011-12, CARE revised

the rating upwards by 1 notch to “AA”. Post March 2012, Crisil

and ICRA have changed the outlook on the ratings from “Stable”

to “Positive”.

As on March 2012, Jagaur Land Rover’s rating stood at “B+”/

Positive by Standard & Poor, “B1”/Stable by Moodys and “BB-”/

Stable by Fitch. Post March 2012, Standard & Poor has upgraded

the rating to “BB-” retaining the Positive Outlook.

As on March 2012, Tata Motors Finance rating stood at “AA-” by

Crisil and “AA-” by ICRA. Post March 2012, Crisil and ICRA have

changed the outlook on the ratings of Tata Motors Finance

Limited from “Stable” to “Positive”.

FIXED DEPOSITS

The Company has not accepted any public deposits

during FY 2011-12. As on March 31, 2012, the Company had

deposits aggregating `2,061 crores from 1,64,022 investors.

There were no overdues on account of principal or interest on

public deposits other than the unclaimed deposits as

at the year end.

INFORMATION TECHNOLOGY INITIATIVES

Information Technology supported business growth and

competitiveness by delivering strategic programs and services

as identified in the Tata Motors’ IT Strategy.

Its commitment to customers is reflected in investments in the

benchmark CRM (Customer Relationship Management)

solutions. This is being used by over 3,200 channel partners and

37,000 users to handle customer needs. Customer interactions

are backed by the Tata Motor’s Call Center which augments key

business processes across pre-sales, sales and service areas. The

Center handled 30 million calls in FY 2011-12, with a consistent

under 0.5 Second response time. We focused on deploying

portals for targeted customer segments like key customers,

loyalty customers, spares retailers, mechanics, State Transport

Undertakings (STUs) and defence. We are also taking CRM to

international markets in a planned manner.

Tata Motors is expanding the usage of information through

analytics across the organization. eCommerce with our suppliers

through SAP Supplier Relationship Management (SRM) Solutions

continues to see greater usage. The Company strengthened

the usage of IT in manufacturing, supply chain, quality and

workforce management deployed benchmark ITIL (Information

Technology Infrastructure Library) processes, to improve the

effectiveness of its IT services. Major highlights of the year are:

Focused real life pilots in advanced analytics towards market

specific strategies.

Deployment of CRM Solution for International Business

Dealers.

Solutions and capabilities built to support Rural Business

expansion.

Customer focused solutions like Tata Alert (emergency

breakdown), AMC and Tata Assured (pre-owned vehicles)

businesses, were supported by new IT capabilities.

Extension of Centralized ERP Solutions and integrated WAN

to the Company’s new plant in Dharwad and South Africa

and Hispano, Spain.

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consolidation of diverse technology platforms and suppliers;

integration of business processes through SAP ERP and creating

business value through innovation IT solutions like mobility.

Major highlights of the year are:

Deployment of SAP for Finance functions in UK.

Roll-out of common SAP for its overseas National Sales

Companies.

Deployment of real time Warranty Cost and Vehicle

Production Quality Analysis.

Virtualization technologies to support global

collaboration for product design and engineering.

Virtual Dealership using high definition rendering

software and human interaction technologies to reach

more potential customers.

Tata Daewoo Commercial Vehicles Company Limited embarked

on CRM Solution deployment leveraging Tata Motors CRM. Tata

Motors (SA) (Proprietory) Limited IT set-up became operational

including SAP while Tata Hispano Motors Carrocera (SA) started

its SAP deployment. Tata Motors is integrating its WAN with

subsidiaries for seamless operations.

Tata Motors Group companies continue their collaboration in

various information technology areas with synergies being

explored for cross utilization of IT capabilities. The group

companies are working together in areas of ERP, outsourcing

and technologies. Tata Technologies continues to be a strategic

partner in strengthening Tata Motors Group's IT capabilities in

process transformation through technology.

NEW PRODUCT, TECHNOLOGY AND

ENVIRONMENT FRIENDLY INITIATIVES

Product Development

The Tata Motors Group continues to innovate and with a view to

enhance the market share, aims at products catering to the

changing needs of the customer for both fleet owners and

individual customers. Some of the Company’s key products

launched during the year and other product development

initiatives includes:

Manufacturing Execution Systems capabilities deployed

in Ace Plant in Pantnagar.

Support to Human Resources strategy with solution in

Learning Management System, employee on boarding and

performance management.

Upgrades of the Company’s key technology platforms to

newer versions.

Digital Product Development Systems Initiatives

Engineering Research Centre's product development processes

continue to imbibe best of the breed tools and technology

solutions, for enhancing product development capabilities,

addressing quality and time. Digital product validation processes

have been given focused thrust in addressing sheet metal

material variability.

Upgrades of the Company's key CAD/CAM/CAE technology

solution platforms to newer versions.

Digital Manufacturing Planning (DMP) capabilities

used to implement out-of-the-system work instruction

sheets in manufacturing lines for CVBU, Pune plant.

In-house Knowledge Based Engineering (KNEXT )

applications spread enhanced by deploying 15 new

applications in various product design functions.

Product Lifecycle Management (PLM) now manages all

digital product design data and design processes.

MINT application, in-house developed system, in the

area of 'demerits' tracking has been institutionalized.

State of the art hardware upgrades in product

development function.

Jaguar Land Rover continues to operate its globally diverse and

complicated legacy IT architectures with high levels of service

and resilience with notably few outages affecting

business operations.

Jaguar Land Rover's IT strategy includes modernisation

and replacement of old unsupported technologies;


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Showcased the Tata Mega Pixel - a four seater city-smart

global range extended electric vehicle (REEV) concept at

the Geneva Motor Show.

Unveiled the Tata Safari Storme-a 4WD SUV powered by

the 2.2 L DICOR a engine at the Delhi Auto Expo held in

January 2012.

Showcased at the New Delhi Auto Expo, the new Ultra

range of Tata LCV trucks and buses powered by the new

generation 3-litre and 5-litre engines, developed in-house.

After the Prima for the M&HCV segment, the Ultra range

represents the next quantum jump in the Indian LCV

segment with world class cutting technology.

Launched the Nano 2012 - with improved mileage,

better comfort and better driveability, with 10 new

refreshing colours.

Launched the Indica Vista refresh with new and

improved styling.

Launched the BS IV compliant Sumo Gold powered by the

4SP DICOR engine - with best-in-class power and

drivability and improved mileage.

Showcased the Aria with improved interiors and a 6-speed

automatic transmission (AT). An AT variant on the Prima

3138 tipper was also displayed.

Forayed into the super-luxury inter-city bus segment with

launch of the Tata Divo. Also launched new variants in the

Tata Starbus Ultra range. These products, in the mini- and

mid-bus segments, will be available in the luxury, standard

and deluxe variants.

Launched the Range Rover Evoque in September 2011

and has since garnered over 100 international awards. The

class leading urban 4x4 comes in a range of trim levels and

is the most customisable Range Rover ever produced.

The Jaguar XK range was significantly refreshed with a

new look for 2011. The new XKR-S, which was unveiled at

the Geneva Motor Show, is the fastest and the most powerful

production sports GT that Jaguar has ever built. The

Jaguar XF 12 model year line-up included a new four-

cylinder 2.2-litre diesel version of the XF with Intelligent

Stop-Start Technology, making it the most fuel-efficient

Jaguar yet.

A 3.0-litre V6 petrol engine of the Jaguar XJ was launched

in the Chinese market in early 2011, which has driven sales

growth in the year. During the year, the XJ was upgraded

to include a new Executive Package and a Rear Seat Comfort

package, making Jaguar's flagship model, the ultimate

executive limousine experience.

Showcased the Jaguar C-X16 concept car at the New York

Auto Show. This will be the basis of the new F-type, a

two-seater sports car due for launch in 2013.

The 2012 Model Year Range Rover, with an all-new 4.4-litre

TDV8 engine, aiming to achieve a 14% reduction in CO2

emissions and a 19% improvement in fuel consumption

to 7.81L/100km, was well received in the UK, Europe

and overseas.

Development of Environment Friendly Technologies

The Indigo Manza hybrid, powered by a 1.05 litre DICOR

engine and potent electric motors, has a focus on drivability

and usable performance in the real world.

The Tata Nano CNG concept was displayed at the Auto

Expo with world class safety strategies and an intelligently

packaged CNG system so as not to disturb luggage space.

A CNG variant of the Magic Iris - a stylish, comfortable

and environment friendly vehicle was displayed at the

Auto Expo.

The Tata Starbus Fuel cell concept, a path breaking initiative

in alternate fuel technology, was developed with the

support from the Government of India's Department for

Scientific and Industrial Research. In this concept ,

compressed hydrogen combines with oxygen to generate

electricity, which is used to power the vehicles motor and

emits only water vapour.

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wholly-owned subsidiary of Jaguar Land Rover.

PT Tata Motors Indonesia - a wholly owned subsidiary of

Tata Motors Limited.

Companies ceasing to be subsidiary companies

HV Transmissions Limited was amalgamated with TML

Drivelines Limited (formerly known as HV Axles Limited).

Land Rover Parts US LLC was dissolved.

Land Rover Deutschland GmbH was merged into Jaguar

Deutschland GmBH.

Jaguar Italia SpA was merged into Land Rover Italia.

Business of Land Rover Exports Ltd was transferred to Jaguar

Land Rover Exports Ltd.

Name changes

HV Axles Limited to TML Drivelines Limited.

Jaguar Land Rover Limited to Jaguar Land Rover plc.

Jaguar Deutschland GmbH to Jaguar Land Rover

Deutschland.

Land Rover Italia SpA to Jaguar Land Rover Italia SpA.

Jaguar Cars Exports Ltd to Jaguar Land Rover Exports

Limited.

Other than the above there has been no material change in the

nature of the business of the subsidiary companies.

Associate companies

As at March 31, 2012, Tata Motors had 9 associate companies

and 2 Joint Ventures as disclosed in the accounts.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Details of energy conservation and research and development

activities undertaken by the Tata Motors alongwith the

information in accordance with the provisions of Section

217(1)(e) of the Companies Act, 1956, read with the Companies

(Disclosure of Particulars in the Report of Board of Directors)

Rules, 1988, are given as an Annexure to the Directors‘ Report.

The all-aluminium Jaguar XJ 3.0 V6 twin-turbo diesel has

CO2 emissions rated at 184g/km.

The Freelander 2 features a new eD4 diesel engine capable

of 4.98L/100km and CO2 emissions of 158g/km in 2WD.

SUBSIDIARY AND ASSOCIATE COMPANIES

Tata Motors announces consolidated financial results on a

quarterly basis. As required under the Listing Agreement with

the Stock Exchanges, Consolidated Financial Statements of the

Tata Motors Group are attached.

Pursuant to the provisions of Section 212(8) of the Companies

Act, 1956 (Act), the Ministry of Corporate Affairs vide its General

Circular No 2/2011 dated February 8, 2011, has granted a

general exemption subject to certain conditions to holding

companies from complying with the provisions of Section 212

of the Act, which requires the attaching of the Balance Sheet,

Profit & Loss Account and other documents of its subsidiary

companies to its Balance Sheet. Accordingly, the said documents

are not being included in this Annual Report. The main

financial summaries of the subsidiary companies are provided

under the section ‘Subsidiary Companies: Financial Highlights

for FY 2011-12’ in the Annual Report. The Company will make

available the said annual accounts and related detailed

information of the subsidiary companies upon the request

by any member of the Company or its subsidiary companies.

These accounts will also be kept open for inspection by

any member at the Head Office of the Company and the

subsidiary companies.

Subsidiary Companies

Tata Motors had 64 (direct and indirect) subsidiaries (9 in India

and 55 abroad) as on March 31, 2012, as disclosed in the accounts.

During the year, the following changes have taken place in

subsidiary companies:

Subsidiary companies formed/acquired

Jaguar Land Rover (South Africa) Holdings Limited - a


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DIRECTORS

Mr Cyrus P Mistry was appointed as an Additional Director on

May 29, 2012 and Mr Ravindra Pisharody and Mr Satish

Borwankar were appointed as Additional Directors on June 21,

2012. In accordance with Section 260 of the Companies Act,

1956 (the Act) and Article 132 of the Company’s Articles of

Association, they will cease to hold office at the forthcoming

Annual General Meeting and are eligible for appointment.

M/s Pisharody and Borwankar were also appointed as

Executive Director (Commercial Vehicles) and Executive Director

(Quality , Vendor Development & Strategic Sourcing)

respectively of the Company for a period of 5 years with

effect from June 21, 2012, subject to the approval of the

Members. In accordance with the provisions of the Act and the

Article of Association of the Company, M/s N Munjee, S Bhargava

and V K Jairath are liable to retire by rotation and are eligible

for re-appointment.

Attention of the Members is invited to the relevant items in the

Notice of the Annual General Meeting and the Explanatory

Statement thereto.

Mr Ratan N Tata was nominated by Tata Steel as 'the Steel

Director' on August 11, 2011 pursuant to Article 127 of the

Company's Articles of Association in place of Dr J J Irani who

retired on June 2, 2011.

Mr Carl P Forster stepped down as the Managing Director and

Group CEO on September 9, 2011, but continued to serve the

Board as a Non-Executive Member till March 31, 2012.

Mr Prakash M Telang, Managing Director - India Operations,

retired from the Company on June 21, 2012, on attaining the

age of superannuation and stepped down from the Board of

the Company. The Board of Directors expressed appreciation of

the contributions made by Mr Telang over the years to the

development and growth of the Company.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of

the Directors’ Report and the certificate from the Practicing

Company Secretary confirming compliance of Corporate

Governance norms as stipulated in Clause 49 of the Listing

Agreement with the Indian Stock Exchanges is included in the

Annual Report. Tata Motors won “the Golden Peacock Award for

Excellence in Corporate Governance” in 2011.

PARTICULARS OF EMPLOYEES

Tata Motors has 103 employees who were in receipt of

remuneration of not less than `60 lakhs during the year or `5

lakhs per month during any part of the said year. The Information

required under Section 217(2A) of the Companies Act, 1956

and the Rules made there under is provided in the Annexure

forming part of the Report. In terms of Section 219(1)(b)(iv) of

the Act, the Report and Accounts are being sent to the

shareholders excluding the aforesaid Annexure. Any Shareholder

interested in obtaining a copy of the same may write to the

Company Secretary.

CORPORATE SOCIAL RESPONSIBILITY

INITIATIVES

A separate section on initiatives taken by the Tata Motors Group

to fulfill its Corporate Social Responsibilities is included in the

Annual Report.

AUDIT

M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W,

who are the Statutory Auditors of the Company, hold office

until the conclusion of the ensuing Annual General Meeting. It

is proposed to re-appoint them to examine and audit the

accounts of the Company for the Financial Year 2012-13. DHS

have, under Section 224(1) of the Act, furnished a certificate of

their eligibility for re-appointment.

Cost Audit

As per the requirement of the Central Government and pursuant

to Section 233B of the Act, the audit of the cost accounts relating

to motor vehicles is carried out every year. Pursuant to the

approval of Ministry of Corporate Affairs, M/s Mani & Co. having

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registration No. 00004 were appointed as the Cost Auditors for

auditing the Company’s cost accounts relating to motor vehicles

(including auto components), foundry and forge for the year

ended March 31, 2012.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, the Directors, based

on the representation received from the Operating

Management, confirm that:-

- in the preparation of the annual accounts, the applicable

accounting standards have been followed and that there

are no material departures;

- they have, in the selection of the accounting policies,

consulted the Statutory Auditors and have applied

them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true

and fair view of the state of affairs of the Company at the

end of the financial year and of the profit of the Company

for that period;

- they have taken proper and sufficient care, to the best of

their knowledge and ability, for the maintenance of

adequate accounting records in accordance with the

provisions of the Act, for safeguarding the assets of the

Company and for preventing and detecting fraud and

other irregularities;

- they have prepared the annual accounts on a going

concern basis.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the

Company’s employees for their enormous personal efforts as

well as their collective contribution to the Company’s

performance. The Directors would also like to thank the

employee unions , shareholders , fixed deposit holders ,

customers, dealers, suppliers, bankers, Government and all

the other business associates for the continuous support

given by them to the Company and their confidence in

its management.

On behalf of the Board of Directors

RATAN N TATA

Chairman



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Annexure to the Directors’ Report

Particulars pursuant to the Companies (Disclosure of Particulars

in the Report of Board of Directors) Rules, 1988:

A. Conservation of Energy

Tata Motors has always been conscious of the need for

conservation of energy and has been sensitive in making progress

towards this end. Energy conservation measures have been

implemented at all the plants and offices of the Company and

special efforts are made to undertake specific energy

conservation projects like:

Installation of Variable Frequency Drives for motors of

Blower & Pump, ranging 22 KW-160KW, as a flow control

strategy for energy conservation.

Conversion of electrical heating into gas heating system

of washing machines.

Installation of CFL and LED bus bar indicators. Use of 24Wx4

T5 lamps for street lights, electronic ballasts, LED street

lights, 160W LED High bay lights at Dharwad Plant.

Installation of Light pipes & Transparent Polycarbonate

sheets, Solar water system for canteen, and 25KWp Solar

Power plant at Company’s Lucknow plant.

Initiative towards use of “ON-Site” Green Power (Wind-

Solar Hybrid System) for Company’s Dharwad Plant.

Installation of Waste heat recovery system on ED oven and

for furnace flue gas to heat water used in the process.

Modification in PLC logic for automatic switching off ASU.

Optimization of AC plant operations. Installation of active

grill for data center AC system.

Installation of Energy Efficient Motors (Eff-1), Wind

Ventilators and Super magnetic dust separator.

Downsizing of motors, trimming of impeller of oversized

water recirculation pump, etc.

These changes have resulted in energy saving of 2.3 crore units

of electricity, 285KL of LDO, 10KL of HSD, and 173MT of Propane.

The whole effort resulted in cost savings for the Company of

around `14.92 crores and annual CO2 reduction of 20,456 tCO

2.

Tata Motors and Japan-based New Energy and Industrial

Technology Development Organization (NEDO) successfully

converted two 2.5MW diesel electric power generators sets

into dual-fuel generators, using natural gas as the main fuel and

diesel as the pilot fuel. This effort resulted into cost saving

for the Company of about ̀ 0.82 crore and annual CO2 reduction

of 1,600 tCO2.

The Company’s Endeavour for tapping wind energy has also

made significant contributions.

Energy is being generated from existing captive wind

power. Further initiatives have been taken up to make

Pimpri Plant “carbon neutral” by meeting the entire power

requirement by purchase of wind power from Third Party

through open access. To maximize the use of wind power

from Third Party through open access, a Power Purchase

Agreement (PPA) has been signed for an additional `6.95

crores. Presently, commercial vehicle plant at Pune has

become ‘Carbon Neutral’ by annual utilization of Green

Power of `13.37 crore units. Wind power units

(equivalent CO2 Reduction of 1,23,363 tCO

2) have resulted

in savings in electricity charges of TML Pune plant of

`28.76 crores.

United Nations Framework Convention for Climate Change

(UNFCCC) issued 25,297 CERs on December 12, 2011, for

the wind power generation period FY 2009-10.

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Initiatives towards Carbon Neutral Manufacturing Plant have

been implemented at Dharwad Plant and Tata Marcopolo

Dharwad, which use Green Power (Wind Power). A PPA

was signed with a wind power supplier which will allow

CO2 reduction of 15,000 tCO

2 per annum, resulting in energy

cost savings of `0.66 crore.

Awards / Recognitions received during the year:

Tata Motors has been awarded the “Certificate for Significant

Achievement” of CII-ITC Sustainability Awards 2011, for

demonstrating excellent performance in the area of

sustainable development, in the largebusiness organizations

category (turnover > `500 crores).

The Company’s Lucknow Plant bagged the 2nd Prize

and commercial vehicle plant, Pune was awarded the

Certificate of Merit in the National Energy Conservation

Award 2011, in Automobile Manufacturing category by

Bureau of Energy Efficiency (BEE), Ministry of Power,

Government of India.

B. Technology Absorption

Tata Motors has continued its endeavor to adopt technologies

for its product range to meet the requirements of a globally

competitive market. All Company products and engines are

compliant with the prevalent regulatory norms. The Company

has also undertaken programs for development of vehicles

which run on alternate fuels such as LPG, CNG, bio-diesel, electric

traction and hydrogen.

During the year, the Company filed 110 Patent Applications and

102 Design applications. In respect of applications filed in earlier

years, 17 Patents were granted and 12 Designs were registered.

To reinforce the need of technology upgradation, the Company

invested in variety of testing facilities and equipment such as -

Urea Supply and Measurement system, alongwith Ammonia

Analyzer for M&HCV Engines having Selective Catalytic

TTTTTechnologechnologechnologechnologechnology Fy Fy Fy Fy Fororororor StatusStatusStatusStatusStatus

Development of Infotainment Developmentsystem in Progress

Digital verification platform Implemented

using Hardware-in-the-Loop

system for various Electrical and

Electronics Systems (such as

Body Control Module, Instrument

Cluster, HVAC System)

Brushless DC Motor for Engine Development

Cooling Module in progress

Development of Low Carbon Development

Vehicle Technology Program in Progress

Development of Electric Development

Traction Motor technology in Progress

Hydrogen recirculation blower Development

system on Fuel cell-Battery- in progress

Hybrid Bus(4x2) family

Battery Management System Development

on Bus and Car Hybrids in progress

Reduction technology for emission after treatment.

Introduction of specialized oil conditioning system for

engine friction mapping and analysis, to help improve fuel

efficiency and CO2 reduction.

In-house development of shock tube and Split-Hopkinson

pressure bar set up, for material characterization for blast

testing application.

Off road and gradient test tracks at Company’s Jamshedpur plant.

Acoustic Camera for Noise Source identification.

Real time In-cabin multi-point air flow measurement.

Door closure characteristics evaluation device.

Inductively Coupled Plasma (I.C.P.) Spectrometer for Oil

and Lubricants testing.

Major technology absorption projects undertaken during

the last year include:


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Technology for Year of Import Status

Development of Fuel Cell Bus 2011-12 Development in Progress

Hot spot prediction of vehicle noise by Acoustic Camera 2011-12 Commissioned and

*PU-Camera for near-field measurement of engine initiated use for cars

*Beam-forming for Pass-By-Noise measurements

SONAR - bench-marking database for Engine-noise measurement 2011-12 In-use for engine-noise analysis

Gas Injection technology for LCV, MCV & HCV engines 2009-10 Under Development

Engine Management for Series Hybrid Technology for Buses 2009-10 Under Development

Design and Development of Infinitely variable transmission based on

full toriodal traction-Drive variators for various vehicle platforms. 2007-08 Under Development

Design and Development of Electric Hatchback vehicle - Indica Vista EV 2008-09 Implemented

Stop - Start feature for various vehicle Platforms 2009-10 Under Implementation

During the year the Company spent `1,549 crores on Research and Development activities including expenditure on

capital assets purchased for Research and Development which was 2.9% of the net turnover.

Major Technology imports include:

Earning in foreign currency 3,677

Expenditure in foreign currency (including dividend remittance) 3,709

C. Foreign Exchange Earnings and Outgoing (` in crores)

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MANAGEMENT

DISCUSSION AND

ANALYSIS

BUSINESS OVERVIEW

Tata Motors Business: The Indian economy, which recorded a growth rate of 8.6%

during FY 2010-11, started showing softening indicators in second half of FY 2010-11. This

was mainly due to inflationary pressures and continued anti-inflationary monetary stance

taken the by Reserve Bank of India (RBI). During the current year, the inflation continued to

remain at higher levels with headline Wholesale Price Index (WPI) staying at above 9%

during April-November 2011, and moderated to 6.9% by end March 2012. On the foreign

exchange front, higher crude oil prices, lower net capital inflows and lower export growth

in the last six months of the year due to worsening global economic scenario, adversely

affected the Indian currency. The rate of Index of Industrial growth (IIP) decelerated from

8.2% in FY 2010-11 to 2.8% in current year. Due to these factors, India's growth rate is

estimated to be lower at 6.9% during FY 2011-12.

The automotive industry was affected by the overall macro economic factors discussed

above. In particular, the demand was impacted due to higher interest rates and slowing

economy. Further, sharp increases in petrol prices (after deregulation in June 2010) adversely

impacted the demand for petrol vehicles. However, diesel prices did not move in tandem.

This created a gradual shift in demand from petrol cars to diesel cars. There was a spurt in

demand for diesel cars in the last six months of the current year, resulting in supply constraints

on diesel vehicles.

On the above background, the Indian auto industry grew at a moderate rate of 7.2% in FY

2011-12, with 19.2% growth in Commercial Vehicles and 3.6% growth in Passenger Vehicles.

The Company's total domestic sales grew by 10.9% to 8,63,248 vehicles in FY 2011-12.

Commercial Vehicle sales increased by 15.7% to 530,204 units, while Passenger Vehicles

sales grew by 4% to 333,044 units. The competitive scenario intensified as the existing

OEM's launched new variants to protect market share and new entrants sought to gain a

foothold in the market. The Company maintained leadership with a market share of 59.4% in

the Commercial Vehicle segment despite international OEM's entering the market. For

Passenger Vehicles, in a highly competitive environment, the Company was successful in

maintaining its market share of 13.1%. The Company's exports grew by 8.6% to 63,105 units

during the year. The growth was driven by focus on the emerging markets in SAARC, South

Asia and Africa.

MD & A 71

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Commercial Vehicles 892,349 748,659 19.2% 530,204 458,288 15.7% 59.4% 61.2%

Passenger Vehicles 2,538,418 2,450,356 3.6% 333,044 320,252 4.0% 13.1% 13.1%

Total 3,430,767 3,199,015 7.2% 863,248 778,540 10.9% 25.2% 24.3%

The industry performance in the domestic market during FY 2011-12 and the Company’s

market share is given below (Table - 1):-

Category Industry sales Company Sales Market Share

FY

2011-2012

FY

2010-2011

Growth FY

2011-2012

FY

2010-2011

Growth FY

2011-2012

FY

2010-2011

Source: Society of Indian Automobile Manufacturers report and Company Analysis

Commercial vehicles Include V2 Van sales;

Passenger vehicles include Fiat and Jaguar Land Rover branded cars

Industry Structure and Developments

Commercial Vehicles:

During the current year, the domestic Commercial Vehicle market, recorded a growth of

19.2% with the highest ever sales of 892,349 vehicles. The Medium and Heavy Commercial

Vehicles (M&HCV) sector grew by 6.5%, while growth of Light Commercial Vehicle (LCV)

segment was at 29.1%. The lower growth of agriculture, manufacturing and construction,

mainly contributed to lower growth in Commercial Vehicle segment at 19.2% in current

year as compared to 27.3% in FY 2010-11 over FY 2009-10. Further, M&HCV demand was

mainly affected by higher interest rates and restricted availability of financing support, due

to tight monetary policy by the RBI.

The domestic industry performance during FY 2011-12 and the Company’s share are given

below (Table - 2):-

M&HCV 348,773 327,583 6.5% 207,086 196,651 5.3% 59.4% 60.0%

LCVs 543,576 421,076 29.1% 323,118 261,637 23.5% 59.4% 62.1%

Total 892,349 748,659 19.2% 530,204 458,288 15.7% 59.4% 61.2%

Category Industry sales Company Sales Market Share

FY

2011-2012

FY

2010-2011

Growth FY

2011-2012

FY

2010-2011

Growth FY

2011-2012

FY

2010-2011

Source: Society of Indian Automobile Manufacturers report and Company Analysis

LCVs include V2 Van sales

The Company’s sale of Commercial Vehicle in the domestic and international markets was

585,283 units representing a growth of 15.1% over the previous year. The growth was driven

by focused product actions, enhancement of quality of the service network, increased service

outlets, and financing options suited to customer needs. However, the domestic market

share during the year was 59.4%, lower by 180 basis points, compared to 61.2% last year.

The LCV segment continued to drive growth for the Company. The Company’s sales increased

by 23.5% to 323,118 units from 261,637 units in FY 2010-11, due to improved performance

Table - 1

Table - 2

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in the pickup segment and ramp up of production in the

Pantnagar plant aided volume growth in the LCV truck

segment. The commercial production has commenced at

Dharwad. The major launches in FY 2011-12 were Ace Zip and

Magic Iris. The sales of the Tata Ace continued to increase

year-on-year. However, the entry of new competition in the

small commercial vehicle category, and the expanding market

size in this segment, resulted in lowering of the Company’s

market share in LCV segment to 59.4% in FY 2011-12 from

62.1% in FY 2010-11.

In M&HCV category, the Company sold 207,086 units during

FY 2011-12, which resulted in a market share of 59.4%. The

economic crisis in the Euro Zone and political unrest in the

Middle East, mainly contributed to a slowdown in the global

economy. The real GDP growth in the Euro Zone dropped

successively each quarter of the year. SAARC and ASEAN

countries, however, continued to grow steadily. In particular,

the growth in Small Commercial Vehicle segments in these

geographies was robust. The new launches during FY 2011-12

include the Tata Divo, a super-luxury inter-city bus and new

variants in the Tata Starbus Ultra range.

The Company also showcased a fuel-cell bus and other

advanced hybrid technologies at the New Delhi Auto Expo in

January 2012.

During the year, the Company recorded its highest ever sales

of 333,044 vehicles in the domestic market, recording a growth

of 4.0% over last year, through launch of a variety of new

products – the Indica Vista and the Sumo Gold BS4 variant.

The Indigo eCS and the Indica eV2, with segment-leading

fuel efficiencies, continued to gain traction and market share

as fuel prices increased. The Venture, launched last year,

continued to receive good market response.

Nano sales continued to grow with volumes increasing by

5.8% over last year to 74,521 units. With focused initiatives to

Micro 74,521 70,431 5.8% 74,521 70,431 5.8% 100.0% 100.0%

Compact 856,072 834,271 2.6% 176,104 159,412 10.5% 20.6% 19.1%

Mid-size 204,729 174,074 17.6% 19,645 38,167 -48.5% 9.6% 21.9%

Executive 41,557 49,269 -15.7% 4,796 8,536 -43.8% 11.5% 17.3%

Premium and Luxury 12,027 12,097 -0.6% 985 425 131.8% 8.2% 3.5%

Utility Vehicles 368,272 315,417 16.8% 49,035 41,968 16.8% 13.3% 13.3%

Vans (Note a) 152,019 161,939 -6.1% 7,958 1,313 506.1% 5.2% 0.8%

Total (Note b) 2,538,418 2,450,356 3.6% 333,044 320,252 4.0% 13.1% 13.1%

Category Industry sales Company Sales* Market Share

FY

2011-2012

FY

2010-2011

Growth FY

2011-2012

FY

2010-2011

Growth FY

2011-2012

FY

2010-2011

Source: Society of Indian Automobile Manufacturers report and Company Analysis. * including Fiat & Jaguar Land Rover branded cars.

Note (a) Excludes V2 Van sales.

Note (b) Total Industry nos. include sales in other segments

Table - 3

Passenger Vehicles:

The growth of Passenger Vehicles segment decelerated

to 3.6%, during the year; much lower as compared to the

Commercial Vehicles. Consequent to the inflation and slowing

economy, there was a decrease in disposable income,

impacting demand for cars. Petrol prices increased

substantially during the year, increasing the total cost of

ownership of petrol cars. This resulted into deferment of

purchases and shift in demand to diesel vehicles. Further, the

increase in interest rates adversely impacted car financing,

taking toll on demand.

The industry performance and the Company’s performance in

the Passenger Vehicle segment are given below (Table - 3):-

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increase reach and penetration, by appointing Nano exclusive

dealers, the Company is targeting rural customers to drive

growth. During FY 2011-12, the Company launched Nano 2012,

with several new features, including improved fuel efficiency.

The Company also started exporting Nano to neighbouring

countries such as Nepal and Sri Lanka.

The Mid-size and Utility Vehicles category, recorded 17.6%

and 16.8% growth on the back of demand for diesel cars and

new product / variants. The Company’s sales in the mid size

category suffered as competition severely intensified

with multiple new launches from other industry players in

this segment.

The Company recorded a healthy growth of 16.8% in Utility

Vehicle segment, at par with industry growth during the year,

with sales increasing to 49,035 units. Increase in sales of the

Sumo post the launch of the BS4 variant of the Sumo Gold

combined with increase in the sales of the Safari, contributed

to this growth. The new Safari Storme was displayed at the

New Delhi Auto Expo in January 2012 to be launched in the

FY 2012-13.

The Company sold 17,129 Fiat cars in FY 2011-12, with a sale

of 4,796 Linea and 12,297 Grande Punto. Fiat stood at the

tenth position among the major car players in the country. The

Tata-Fiat dealer network was upgraded to 170 dealer facilities

across 129 cities as of March 31, 2012. Fiat was ranked ninth in

the JD Power 2011 India Customer Service Index Survey.

During the year, the Company launched the Fiat Linea 2012

and the Fiat Grande Punto. In May 2012, JV partners decided

that in order to further develop the Fiat brand in India,

management control of Fiat’s commercial and distribution

activities will be handed over to a separate Fiat Group owned

company in India.

The Company sold 2,274 Jaguar Land Rover (JLR) vehicles

through its exclusive outlets in India registering an impressive

growth of 91%. The Company launched the globally popular

Range Rover Evoque. During the year, the Company expanded

its dealership network to 13 outlets covering 11 cities. The

Company commenced the local assembly of the Land Rover

Freelander 2, at Pune in May 2011, which has been received

extremely well in India.

Tata Motors Sales and Distribution: The sales and distribution

network in India as of March 31, 2012, comprises approximately

2,150 sales contact points for the Passenger and Commercial

Vehicle businesses. The Company formed a 100% subsidiary,

TML Distribution Company Ltd (TDCL) in March 2008, to act as

a dedicated distribution and logistics management

company to support the sales and distribution operations

of vehicles in India. The Company believes that this has

improved the efficiency of our selling and distribution

operations and processes.

TDCL provides distribution and logistics support for vehicles

manufactured at our facilities. TDCL helps us improve planning,

inventory management, transport management and timely

delivery. The Company has deployed a Customer Relations

Management (CRM) system at all our dealerships and offices

across the country. The system is certified by Oracle as the

largest Siebel deployment in the automotive market. The

combined online CRM system supports users both within the

Company and among the distributors in India and abroad.

The Company provides financing support through the wholly-

owned subsidiary, Tata Motors Finance Ltd (TMFL), to end

customers and independent dealers, who act as the Company’s

agents. During FY 2011-12, approximately 27% of vehicle unit

sales in India were made by the dealers through financing

arrangements provided by TMFL as compared to 21% in FY

2010-11. The total vehicle finance receivables (consolidated)

outstanding as at March 31, 2012 and 2011 amounted to

`15,747.67 crores and `10,095.62 crores, respectively.

The Company uses a network of service centers on highways

and a toll-free customer assistance center to provide 24-hour

on-road maintenance (including replacement of parts) to

vehicle owners. The Company believes that the reach of the

sales, service and maintenance network, provides us with a

significant advantage over the competitors.

Tata Motors Competition: The Company faces competition

from various domestic and foreign automotive manufacturers

in the Indian automotive market. Improving infrastructure and

robust growth prospects compared to other mature markets,

are now attracting a number of automotive OEM’s to India.

These companies have either formed joint-ventures with local

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FY 2011-12 FY 2010-11

Units % Units %

Jaguar 54,039 17.2% 52,933 21.8%

Land Rover 2,60,394 82.8% 2,43,620 78.2%

Total 3,14,433 100.0% 1,90,628 100.0%

partners or have established independently-owned operations

in India. The global competitors bring international experience,

global scale, advanced technology and significant financial

support, for the operations in India. The competition is likely

to further intensify in the future.

The Company has designed its products to suit the

requirements of the Indian market based on specific customer

needs such as safety, driving comfort, fuel efficiency and

durability. The Company believes that its vehicles are suited

to the general conditions of Indian roads, the local climate

and comply with applicable environmental regulations

currently in effect. The Company also offers a wide range of

optional configurations to meet the specific needs of its

customers. The Company is developing products to strengthen

its product portfolio in order to meet customer expectations

of aspiring for world-class products.

Tata Motors Exports: The Company continues to focus on its

export operations. The Company markets its commercial and

passenger vehicles in several countries in Europe, Africa, the

Middle East, South East Asia and South Asia. The exports of

vehicles manufactured in India increased by 8.6% in FY 2011-

12 to 63,105 units from 58,089 units in FY 2010-11, with

significant economic improvement in our major international

markets such as the Indian sub-continent, South Africa and the

Middle East.

For FY 2011-12, the Company’s top five export destinations

accounted for approximately 76% and 85% of the exports of

commercial vehicles and passenger vehicle units, respectively.

The Company continues to strengthen its position in the

geographic areas it is currently operating in and exploring

possibilities of entering new markets with similar market

characteristics to the Indian market.

The Company has set up a network of distributors in almost all

countries where the vehicles are exported. The distribution

network includes appointing local dealers for sales and

servicing products in the respective regions. The Company

has also deputed its representatives overseas to support sales

and services and to identify opportunities.

Jaguar Land Rover business: On June 2, 2008, the

Company acquired the global business relating to Jaguar Land

Rover which include three major production facilities and

two advanced design and engineering centers in United

Kingdom , a worldwide sales and dealership network ,

intellectual property rights, patents and trademarks. Since

then, Jaguar Land Rover has significantly consolidated its

position in the premium car segment.

The strengths of Jaguar Land Rover include its internationally

recognized brands, strong product portfolio of award-winning

luxury and high performance cars and premium all-terrain

vehicles , global distribution network , strong product

development and engineering capabilities, and a strong

management team. The total sales of Jaguar Land Rover are

set forth in the table below (Table - 4):-

Table - 4

Jaguar designs, develops and manufactures premium luxury

saloons and sports cars, recognised for their performance,

design and unique British style. Jaguar’s range of products

comprises the XK sports car (coupe and convertible), the XF

saloon and the new XJ saloon.

The current XK was launched in 2009, and the XK range was

significantly revised with a new look for 2011. The new XKR-S,

which was unveiled at the Geneva Motor Show on March 1,

2011, is the sporting flagship for Jaguar revitalised XK line-up.

The XKR-S is the fastest and most powerful production sports

car that Jaguar has ever built.

The XF, launched in 2008, is a premium executive car that

merges sports car styling with the sophistication of a luxury

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saloon. The Jaguar XF is Jaguar’s best-selling model across the

world by volume and it has garnered more than 80

international awards since its launch, including being named

“Best Executive Car” by What Car? Magazine, in every year

since its launch. For 2012 model year, fundamental design

changes to the front and rear aim to bring a more assertive,

purposeful stance to the vehicle, closer to the original C-XF

concept car. In addition, the Jaguar 2012 model year line-up

included a new four-cylinder 2.2-litre diesel version of the

XF with Intelligent Stop-Start Technology, making it the

most fuel-efficient Jaguar yet. In 2012, Jaguar has announced

a further expansion of the XF range with the introduction

of the Sportbrake, due later in 2012 . The Sportbrake

has increased rear load space to appeal to a wider range

of buyers.

The XJ is Jaguar’s largest luxury saloon vehicle, powered by a

choice of supercharged and naturally aspirated 5.0-litre V8

petrol engine and a 3.0-litre diesel engine. A 3.0-litre V6

petrol engine was launched in the Chinese market in early

2011, which has driven sales growth in the year. Using Jaguar’s

aerospace inspired aluminium body architecture, the XJ’s

lightweight aluminium body provides improved agility and

economy. In the year, the XJ has been upgraded to include a

new Executive Package and a Rear Seat Comfort package,

which makes the Jaguar flagship model the ultimate executive

limousine experience.

The Jaguar C-X16 concept car was showcased during 2011

and it was announced at the New York Auto Show that this will

be the basis of the new F-type, a two seater sports car due for

launch in the spring of 2013. The car will make extensive use of

aluminium in its build, based on the expertise Jaguar Land

Rover has developed in previous models.

Land Rover designs, develops and manufactures premium

all-terrain vehicles that aim to differentiate themselves from

the competition by their simplicity, ability, strength and

durability. Land Rover’s range of products comprises the

Defender, Freelander 2 (LR2), Discovery 4 (LR4), Range Rover

Evoque, Range Rover Sport and Range Rover.

Land Rover products offer a range of powertrains, including

turbocharged V6 diesel, V6 petrol engines and V8 naturally

aspirated and supercharged petrol engines, with manual and

automatic transmissions.

The Defender is Land Rover’s toughest off-roader, and is

recognised as a leading vehicle in the segment targeting

extreme all-terrain abilities.

The Freelander 2 is a versatile vehicle for both urban

sophistication and off-road capability. For the 2012 Model

Year, Jaguar Land Rover offered a choice of 4 Wheel Drive and

2 Wheel Drive, with an eD4 engine capable of 4.98L/100km

which was especially well received in major European markets.

The Discovery 4 is a mid-size SUV that features genuine all-

terrain capability. A range of new features, including the new

3.0-litre LR-TDV6 diesel engine, helped the Discovery win the

What Car? Magazine award for the Best 4x4 for the seventh

successive year.

The Range Rover Evoque was launched in September 2011

and has since garnered over 100 international awards. The

class leading urban 4x4 comes in a range of trim levels and is

the most customisable Range Rover ever produced.

The Range Rover Sport combines the performance of a sports

tourer with the versatility of a Land Rover.

The Range Rover is the flagship of the brand with a unique

blend of British luxury, classic design with distinctive, high-

quality interiors and outstanding all-terrain ability. The 2012

Model Year Range Rover, with an all-new 4.4-litre TDV8 engine

aiming to achieve a 14% reduction in CO2 emissions and a

19% improvement in fuel consumption to 7.81L/100km, has

been particularly well-received in the UK, Europe and overseas.

Jaguar Land Rover achieved strong sales, during FY 2011-12

wholesale unit sales in total increased to 314,433 units from

sales of 2,43,621 units in FY 2010-11, an increase of 29.1%.

Jaguar volumes increased to 54,039 units during FY 2011-12

from 52,933 units in FY 2010-11, an increase of 2.1%. Land

Rover volumes increased to 260,394 units from 190,628 units

in FY 2010-11, an increase of 36.6%, mainly contributed

by Range Rover, Range Rover Sport, Range Rover Evoque

and Discovery 4 (LR4) sales. Jaguar Land Rover exported

262,637 units in FY 2011-12 compared to 185,063 units in FY

2010-11, an increase of 36.5%.

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Chery Automobile Co. Ltd, a Chinese auto manufacturer.

The China premium car segment volumes (for imports)

increased by 31% in FY 2011-12 compared to FY 2010-11.

The China premium SUV segment volumes (for imports)

increased by 54% in FY 2011-12 as compared to FY 2010-11.

The China retail volumes for FY 2011-12 for the combined

brands were 50,994 units. Jaguar retail volume for FY 2011-12

increased by 147.2% compared to FY 2010-11, improving market

share. Land Rover retail volume for FY 2011-12 increased by 68.7%

compared to FY 2010-11, again improving market share.

Asia Pacific: The Asia Pacific region main markets are Japan,

Australia and New Zealand. These regions were less affected

by the economic crisis compared to western economies

and are recovering more favourably, often due to increased

trade with China and other growth economies. The Asia Pacific

retail volumes for FY 2011-12 for the combined brands were

12,976 units. Jaguar retail volume for FY 2011-12 increased by

37.4% compared to FY 2010-11. Land Rover retail volume for

FY 2011-12 increased by 25.7% compared to FY 2010-11.

Other markets: The major constituents in other markets

are Russia, South Africa and Brazil, alongside the rest of Africa

and South America. These economies were not as badly

affected by the economic crisis as the western economies

and have continued GDP growth in the last few years,

partially on the back of increased commodity and oil prices.

The other markets retail volumes for FY 2011-12 for the

combined brands were 55,444 units, up by 39%. Jaguar retail

volumes for FY 2011-12 were 5,445, up 10.4% whilst Land

Rover retail volumes were 49,999, an increase of 43.3%

compared to FY 2010-11.

Jaguar Land Rover’s Sales & Distribution: The Company

market Jaguar products in 101 markets and Land Rover

products in 177 markets , through a global network of

17 national sales companies (“NSCs”), 82 importers, 63 export

partners and 2,351 franchise sales dealers, of which 585 are

joint Jaguar and Land Rover dealers. Sales locations for

Jaguar Land Rover vehicles are operated as independent

franchises. Jaguar Land Rover is represented in its key markets

through NSCs as well as third party importers. Jaguar Land

Rover has regional offices in certain select countries that

manage customer relationships, vehicle supplies and provide

marketing and sales support to their regional importer

Jaguar Land Rover’s performance in key geographical

markets on retail basis

United States: The US economy has recovered more favourably

than other mature economies since the economic downturn,

with GDP growth and falling unemployment, although the

position remains fragile. United States premium car segment

volumes fell by 1% compared to FY 2010-11, whilst premium

SUV segment volumes were up 5%. United States retail

volumes for FY 2011-12 for the combined brands were 58,003

units. Jaguar retail volumes for FY 2011-12 fell by 2.6%

compared to FY 2010-11, leading to a 0.3% decrease in market

share. Land Rover retail volumes for FY 2011-12 increased by

22.5% compared to FY 2010-11, increasing market share.

United Kingdom: Initial figures suggest that the UK economy

has re-entered recession in the last three months. Trading

conditions in the UK remain difficult, despite an upswing in

the first part of the year. In the UK, both the premium car

segment and premium SUV segment increased by 10% in FY

2011-12 compared to FY 2010-11. The UK retail volumes for

FY 2011-12 for the combined brands were 60,022 units, Jaguar

retail volumes decreased by 14.0% compared to FY 2010-11,

leading to a 6% decrease in market share. Land Rover retail

volumes increased by 9.8% compared to FY 2010-11, broadly

maintaining market share.

Europe (excluding Russia): The European economy continues

to struggle, with austerity measures in place in a number of

countries. The economic situation and recent national election

results, continue to create uncertainty around European zone

stability, the Euro and borrowing costs. Credit continues to be

difficult to obtain for customers and the outlook remains

volatile. The German premium car segment volume increased

by 14% and the premium SUV segment volume increased by

17% compared to FY 2010-11. European retail volumes for FY

2011-12 for the combined Jaguar Land Rover brands were

68,420 units, representing a 27.4% increase compared to FY

2010-11. Jaguar retail volume for FY 2011-12 decreased by

7.0%, and Land Rover retail volume for FY 2011-12 increased

by 36.2% compared to FY 2010-11.

China: The Chinese economy has continued to grow

strongly throughout FY 2011-12. GDP growth is likely to

slow in future, although remain above 8%. Jaguar Land Rover

has signed a JV agreement to manufacture cars in China with

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markets. The remaining importer markets are managed from

the UK. The Vehicles products are also sold to fleet customers,

including daily rental car companies, commercial fleet

customers, leasing companies, and governments giving a

benefit of a diversified customer base which reduces its

dependence on any single customer or group of customers.

Jaguar Land Rover’s Competition: JLR operates in a globally

competitive environment and faces competition from

established premium and other vehicle manufacturers who

aspire to move into the premium performance car and

premium SUV markets. Jaguar vehicles compete primarily

with other European brands such as Audi, BMW and Mercedes

Benz. Land Rover and Range Rover vehicles compete mainly

with SUVs manufactured by Audi , BMW, Infiniti , Lexus ,

Mercedes Benz, Porsche and Volkswagen. The Land Rover

Defender competes with vehicles manufactured by Isuzu,

Nissan and Toyota.

Tata Daewoo Commercial Vehicles (TDCV): FY 2011-12 was

a very challenging year for TDCV due to the slowdown of the

Korean economy. Overall sales increased primarily due to

significantly higher sales of Medium Commercial Vehicles

(MCV) in the domestic market. The total market for Heavy

Commercial Vehicles (HCV) in Korea declined in FY 2011-12

mainly due to slowdown in the economy. TDCV sold 2,549

units of HCV in FY 2011-12 compared to 2,848 units in FY

2010-11. TDCV believes to have improved its market share

marginally post stabilization and full year operation of its sales

and distribution company.

However, the demand for Medium Duty Trucks increased

significantly during the year due to growing demand of Special

Purpose Vehicle (mainly Refrigerated Van) and Military Vehicles

and the shift in demand from relatively high priced HCVs

(4X2 Cargo & 6X4 Cargo) to MCVs (4.5 Ton and 5 Ton). In this

segment, TDCV sold 4,003 units in FY 2011-12 compared to

2,895 units in FY 2010-11.

TDCV exported 2,979 units during the year as compared to

3,005 units in previous year, in TDCV traditional market like

Algeria the HCV continues to experience a slump which

resulted in a marginal decline in exports. Majority of exports

were made to countries like Algeria, Russia, Vietnam, South

Africa and countries in the Middle East. TDCV continues to

diversify its markets.

Tata Motors Finance Ltd (TMFL): The total disbursements

during the year by TMFL were higher by 33% at `10,505 crores

against `7,908 crores of FY 2010-11. TMFL financed 2,30,588

vehicles during the year as compared to 1,60,781 vehicles in

FY 2010-11, a growth of 43%. The disbursals for Commercial

Vehicles were `7,204 crores (1,20,032 units) compared to

`6,041 crores (94,446 units) in FY 2010-11. The vehicle financing

for Passenger vehicles grew significantly with the

disbursements on the Nano and other passenger vehicles. The

disbursals for Passenger vehicles for the year were at `3,301

crores (1,10,556 units) compared to ̀ 1,867 crores (66,335 units)

in FY 2010-11.

In an environment of sluggish growth in the economy and

rising interest costs, TMFL performance was mainly attributable

to increased customer orientation. TMFL’s key initiative of

improving customer relations by effectively growing its ‘Office

of the Customer’ and the deployment of its ‘Risk Scored Pricing

Model’, contributed to performance. TMFL enhanced and

significantly improved its branch network and infrastructure,

and is confident that these investments will significantly

improve relations with customers and dealers.

Tata Technologies (TTL): TTL, a key strategic partner in several

of the information technology initiatives for the Tata Motors

Group, recorded a growth of 32.4% in revenue from sale of

products and services, from `493 crores in FY 2010-11 to `644

crores in FY 2011-12. During this period, revenue from services

increased by 33.1% and product sales increased by 15.3% over

last year, to reach figures of `563 crores and `81 crores,

respectively. The services revenue comprises Engineering

Automation Group [EAG], Enterprise Solutions Group [ESG]

and Product Lifecycle Management [PLM]. EAG addresses the

engineering and design needs of manufacturers through

services for all stages of the product development and

manufacturing process. ESG addresses the Information

Technology needs of manufacturers including business

solutions, strategic consulting, ERP implementation, systems

integration, IT networking and infrastructure solutions and

program management. PLM addresses the product

development technology solution requirements of

manufacturers including end-to-end implementation of PLM

technology, best practices and PLM consulting. PLM also

includes the TTL’s proprietary applications iGETIT® and

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Cost of material consumed (including change in stock)

Cost of material consumed increased from 64.7% to 66.1% of

net revenue. The increase is mainly attributable to product

mix, increase input cost and import duties that are not fully

absorbed through pricing.

Employee Cost is `12,298.45 crores in FY 2011-12 as

compared to `9,342.67 crores in FY 2010-11, an increase by

`2,955.78 crores in absolute terms. As a percentage of net

revenue it reduced from 7.6% to 7.4% in the current year. The

iCHECKIT. TTL has its interanational headquarters in Singapore,

with regional headquarters in the United States (Novi,

Michigan), India (Pune) and the UK (Coventry). TTL has a

combined workforce of around 5,000 professionals serving

clients worldwide from facilities in North America, Europe

and Asia-Pacific region. TTL responds to customers’ need

through its subsidiary companies and through its three offshore

development centers.

Financial performance on a consolidated basis

Tata Motors Group primarily operates in the automotive

segment. The acquisition of Jaguar Land Rover enabled the

Company to enter the premium car market in developed

markets such as the UK, USA and Europe and in growing

markets like China and Russia. The Company continues to focus

on profitable growth opportunities in global automotive

business, through new products and market expansion. The

Company will also continue to focus on integration, and synergy

through sharing of resources, platforms, facilities for product

development and manufacturing, sourcing strategy, mutual

sharing of best practices.

The business segments are (i) automotive operations and (ii) all

other operations. The automotive operations include all

activities relating to development, design, manufacture,

assembly and sale of vehicles including financing thereof, as

well as sale of related parts and accessories. The Company

provides financing for vehicles sold by dealers in India. The

vehicle financing is intended to drive sale of vehicles by

providing financing to the dealers customers and as such is an

integral part of automotive business. The automotive

operations segment is further divided into Tata Motors and

other brand vehicles (including spares and financing thereof )

and Jaguar Land Rover. The other operations business segment

includes information technology, machine tools and factory

automation solutions and investment business.

The Revenue from operations net of excise duty on a

consolidated basis, has recorded a growth of 35.6% in FY 2011-

12 to `1,65,654.49 crores. The increase is mainly attributable

to growth in automotive revenue both at Tata Motors and

Jaguar Land Rover businesses. Automotive operations segment

accounted for 98.8% and 99.3% of total revenues in FY 2011-

12 and FY 2010-11, respectively. For FY 2011-12, revenue

from automotive operations before inter-segment eliminations

was `1,64,604.28 crores compared to `1,21,238.27 crores for

FY 2010-11. (A reference may be made to review of

performance of Tata Motors and Jaguar Land Rover business

discussed above). The analysis of performance on consolidated

basis is given below:-

Percentage of Turnover

FY 2011-12 FY 2010-11

Revenue from Operations net of 100.0 100.0

excise duty

Expenditure:

- Cost of material consumed

(including change in stock) 66.1 64.7

- Employee Cost 7.4 7.6

- Manufacturing and other expenses 17.2 17.8

- Amount Capitalised (5.0) (4.7)

Total Expenditure 85.7 85.4

Other Income 0.4 0.3

Profit before Exceptional Item,

Depreciation and amortisation,

Interest and Tax 14.7 14.9

Depreciation and Amortization

(including product development /

engineering expenses written off ) 4.2 4.6

Finance costs 1.8 2.0

Exceptional item - loss / (gain) 0.5 (0.2)

Profit before Tax 8.2 8.5

(` in crores)

FY 2011-12 FY 2010-11

Consumption of raw materials and

components 100,797.44 70,453.73

Purchase of product for sale 11,205.86 10,390.84

Change in finished goods and

Work-in-progress (2,535.72) (1,836.19)

Total 1,09,467.58 79,008.38

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increase mainly relates to normal yearly increments ,

performance based payments, impact of wage revisions and

partly due to increased volumes. Jaguar Land Rover increased

the permanent and agency head count to support the

volume increases.

Manufacturing and Other Expenses include works

operation, indirect manufacturing expenses, freight cost,

fixed marketing costs and other administrative costs. These

expenses have increased to ̀ 28,453.97 crores from ̀ 21,703.09

crores in FY 2010-11. The breakup is given below-

(` in crores)

FY 2011-12 FY 2010-11

Processing charges 1,539.14 1,172.48

Consumption of stores and spare parts 1,217.24 1,189.24

Freight, transportation, port 3,734.55 2,436.93

charges, etc.

Repairs to buildings 101.51 69.85

Repairs to plant, machinery, etc. 175.42 228.45

Power and fuel 1,017.19 851.60

Rent 128.84 104.72

Rates and taxes 259.15 193.56

Insurance 227.18 161.71

Publicity 5,389.40 4,089.95

Works operation and other expenses 14,538.55 11,065.55

Excise Duty on change in Stock-in-trade 116.80 139.05

Manufacturing and Other Expenses 28,453.97 21,703.09

The increases are mainly driven by volumes, size of operations

and also include inflation impact. In terms of net revenue,

these decreased from 17.8% to 17.2% in the current year. The

publicity expenses have increased mainly on account of new

product introductions both at Tata Motors and Jaguar Land

Rover. The works operation and other expenses during the

current year have come down to 8.8% from 9.1% of net revenue.

The group continues to contain costs at all levels.

Amount capitalised represents expenditure transferred to

capital and other accounts allocated out of employee cost and

other expenses incurred in connection with product

development projects and other capital items. This increased

to ̀ 8,265.98 crores from ̀ 5,741.25 crores of FY 2010-11, mainly

on account of various product development projects

undertaken by the Company and Jaguar Land Rover.

Other Income increased to ̀ 661.77 crores from ̀ 429.46 crores

in FY 2010-11 and mainly includes interest income of `487.64

crores (FY 2010-11 `339.85 crores). The increase is attributable

to attributable to return on surplus cash invested by Jaguar

Land Rover.

Profit before Exceptional Item, Depreciation and

amortisation, Interest and Tax has increased from

`18,244.49 crores in FY 2010-11 to `24,362.24 crores in

FY 2011-12 and represents 14.7% of net revenue for the current

as compared to 14.9% for last year.

Depreciation and Amortization (including product

development / engineering expenses written off): During

FY 2011-12, expenditure increased by 24.1% to `7,014.61

crores from `5,653.06 crores in FY 2010-11. The increase in

depreciation of `177.34 crores is on account of plant and

equipment (mainly towards capacity and new products)

installed in last year, the full effect of which is reflected in the

current year. The amortization expenses have gone up from

`1,483.71 crores in FY 2010-11 to `2,276.24 crores in FY 2011-

12, attributable to new products introduced during the last

year. The expenditure on product development / engineering

cost has increased by `391.68 crores.

Finance cost increased by 25.0% to `2,982.22 crores from

`2,385.27 crores of FY 2010-11. During the year Jaguar Land

Rover raised GB£ 1,500 million with coupon rate ranging from

7.75% to 8.25% for different maturities.The increase in finance

cost relates to recognition of amortised debt issue cost

expensed upon prepayment of high debt cost.

Exceptional Items (` in crores)

FY 2011-12 FY 2010-11 Change

Exchange loss / (gain)

(net) including on

revaluation of foreign

currency borrowings,

deposits and loans 654.11 (231.01) 885.12

Goodwill Impairment

and other costs 177.43 - 177.43

Total 831.54 (231.01) 1,062.55

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Due to steep depreciation of rupee against all major currencies,

the exchange loss (net of capitalization / deferment) including

on revaluation of Foreign Currency Borrowings, Deposits

and Loans of `654.11 crores was recorded as compared to

gain of `231.01 crores in FY 2010-11 (mainly at Tata Motors),

resulting in a swing of `885.12 crores. Goodwill Impairment

and other costs are in respect of subsidiary companies,

triggered by continuous underperformance , mainly

attributed by challenging market conditions in which the

subsidiaries operate.

Consolidated Profit Before Tax (PBT) increased to ̀ 13,533.87

crores in FY 2011-12 compared to `10,437.17 crores in

FY 2010-11, representing an increase of `3,096.70 crores,

mainly attributable to a remarkable improvement in the

performance of the Jaguar Land Rover business.

Tax expense represents a net credit of `40.04 crores

in FY 2011-12 compared to net charge of `1,216.38 crores

in FY 2010-11. During the year, Jaguar Land Rover accounted

for credit of GB£ 225 million (`1,793.66 crores) in respect of

carried forward past tax losses, in view of certainty of utilising

these against future profits. The tax expense (without

considering the tax credit for losses) was lower due to tax

benefits of R & D expenses at Tata Motors, which are eligible

for weighted deduction and tax treatment of exchange loss.

The tax expense is not comparable with the profit before tax,

since it is consolidated on a line-by-line addition for each

subsidiary company and no tax effect is recorded in respect of

consolidation adjustments.

Consolidated Profit After Tax increased to ̀ 13,516.50 crores

compared to `9,273.62 crores in FY 2010-11, after considering

the profit from associate companies and share of minority.

Consolidated Balance Sheet

The assets and liabilities increased on account of foreign

currency translation impact mainly in respect of Jagaur Land

Rover.

Shareholders’ fund was `33,149.93 crores and `19,171.47

crores as at March 31, 2012 and 2011, respectively.

Reserves increased from `18,533.76 crores as at March 31,

2011 to ̀ 32,515.18 crores as of March 31, 2012, increase mainly

due to strong performance on a consolidated basis as

explained above. The other major changes were translation

reserves credit of `2,363.59 crores and pension reserves debit

of `128.12 crores (net).

Borrowings: (` in crores)

As at

March 31,

2012

As at

March 31,

2011

Long term borrowings 27,962.48 17,256.00

Short term borrowings 10,741.59 13,106.15

Current maturities of long term

borrowings 8,444.89 2,448.40

Total 47,148.96 32,804.02

Long term borrowings including the current portion increased

by ̀ 16,702.97 crores to ̀ 36,407.37 crores. During the year, Jaguar

Land Rover issued GB£ 1,500 million (`12,327.19 crores)

equivalent Senior Notes. The Company has taken ECB loan of

US$ 500 million (`2,544.13 crores) and Tata Motors Finance

Ltd has issued zero coupon debentures of `826.00 crores

maturing by FY 2015-16.

The increase in current maturities of Long term borrowings is

attributable to Convertible Alternative Reference Securities

(CARS), which will be due for redemption on July 11, 2012

and fixed deposits.

Fixed deposits from public and shareholders (unsecured)

decreased by `1,231.09 crores, whereas term loan from banks

increased by `4,750.43 crores. Certain loans from banks

availed by some of the subsidiary companies carry covenants

restricting repayment of intra group loans and payment

of dividend.

Other Long term liabilities were `2,458.58 crores as at

March 31, 2012 as compared to `2,292.72 crores as at March

31 , 2011 , and include `1 ,577.28 crores premium on

redemption of non convertible debentures as at

March 31, 2012.

Trade payables were `36,686.32 crores as at March 31, 2012,

as compared to `27,903.06 crores as at March 31, 2011. The

increase is attributable to volumes. Reduction in acceptances

is due to decrease in tenure from 89 days to 34 days by using

our own funds for supplier payments. This has enabled us to

lower discounting cost.

Provisions (current and non-current) are towards warranty,

employee benefit schemes, premium on redemption of FCCN

and proposed dividend. The details are as follows:

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The above includes, provision for warranty of `5,252.17 crores

as at March 31, 2012, which increased by `1,125.98 crores

mainly on account of volume growth. The provision for

employee benefit schemes was `3,451.37 crores as at March

31, 2012, as compared to `2,773.27 crores as at March 31,

2011, the increase was on account of change in actuarial

assumption factors.

Other current liabilities were ̀ 19,069.78 crores as at March31,

2012 as compared to `8,984.92 crores as at March 31, 2011.

These mainly include liability towards vehicles sold under

repurchase arrangements, liability for capital expenditure,

statutory dues, and current liability of long term debt and

advance / progress payment from customers. The increase is

mainly due to increase in current maturities of long term

debt explained above.

Fixed Assets:

The increase (net of depreciation) in the tangible assets of

`5,233.33 crores as at March 31, 2012, mainly represents

establishment of new production capability for Evoque at

Halewood, plant at Dharwad and other additions towards

capacity / new product plans of the Company. The increase

(net of amortization) in the intangible assets was `7,758.12

crores is mainly attributable to new product

development projects.

Investments (Current + Non current) increased to ̀ 8,917.71

crores as at March 31, 2012 as compared to `2,544.26 crores

as at March 31, 2011. The net increase of `6,373.45 crores

is mainly attributable to surplus funds parked by Jaguar

Land Rover in mutual funds of GB£ 875 million (equivalent

` 7,133.40 crores).

Deferred tax assets have gone up to `4,539.33 crores as at

March 31, 2012 from `632.34 crores as at March 31, 2011. The

increase is consequent to recognition of credit for tax losses

by Jaguar Land Rover.

Loans and Advances

(` in crores)

As at

March 31,

2012

As at

March 31,

2011

Long term provisions 6,071.38 4,825.64

Short term provisions 6,770.38 5,131.49

Total 12,841.76 9,957.13

(` in crores)

As at

March 31,

2012

As at

March 31,

2011

Change

Tangible assets

(including capital

work-in-progress) 30,240.09 25,006.76 5,233.33

Intangible assets

(including assets under

development) 25,972.41 18,214.29 7,758.12

Total 56,212.50 43,221.05 12,991.45

(` in crores)

As at

March 31,

2012

As at

March 31,

2011

Long term loans and advances 13,657.95 9,818.30

Short term loans and advances 11,337.22 8,023.92

Total 24,995.17 17,842.22

Long term loans and advances includes MAT credit entitlement

of `1,451.45 crores as at March 31, 2012 (`1,158.16 crores as at

March 31, 2011) and receivables towards vehicle financing by

Tata Motors Finance Ltd ̀ 10,339.93 crores as at March 31, 2012,

as compared to `6,791.35 crores as at March 31, 2011.

Short term loans and advances have increased mainly due to

vehicle financing by `2,103.47 crores and `1,234.50 crores

due to VAT and other entitlement from Government.

Current Assets increased to ̀ 64,461.47 crores as at March 31,

2012 from `42,088.82 crores as at March 31, 2011.

As of March 31, 2012, inventories stood at `18,216.02 crores as

compared to `14,070.51 crores as at March 31, 2011. The

increase is mainly attributable to volumes. The increase in

finished goods inventory was `3,024.97 crores which was in

line with the volume growth and in terms of number of days

of sales, represented 29 days inventory in FY 2011-12 as

compared to 31 days in FY 2010-11.

Trade Receivables (net of allowance for doubtful debts) were

`8,236.84 crores as at March 31, 2012, representing an increase

of `1,711.19 crores, which was attributable to increase in sales.

The allowances for doubtful debts were `326.21 crores as at

March 31, 2012 against `236.77 crores as at March 31, 2011. In

certain markets trade receivables have gone up mainly due to

delays in payment by government owned transport companies.

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Analysis:

a. Cash generated from operations before working capital

changes was ̀ 22,432.34 crores as compared to ̀ 16,679.25

crores in the previous year, representing a strong increase

in cash generated through consolidated operations. After

considering the impact of working capital changes and

net movement of vehicle financing portfolio, the net cash

generated from operations was `20,152.26 crores as

compared to `12,631.35 crores in the previous year. The

Cash and bank balances were `18,238.13 crores, as at March

31, 2012 compared to `11,409.60 crores as at March 31, 2011.

The Company holds cash and bank balances in Indian Rupees,

GB£, and Chinese Renminbi etc. It includes `1,070.91 crores as

at March 31, 2012 held by a subsidiary that operates in a

country where exchange control restrictions potentially restrict

the balances being available for general use by Tata Motors

Limited and other subsidiaries.

Other short term loans and advances increased from ̀ 8,023.92

crores as at March 31, 2011 to ̀ 11,337.22 crores as at March 31,

2012. The increase is attributable to an increase in VAT, other

taxes recoverable statutory deposits and other dues from

government.

Consolidated Cash Flow

The following table sets forth selected items from consolidated

cash flow statement: (` in crores)

FY

2011-12

FY Change

(a) Net cash from

operating activities 18,384.32 11,240.15 7,144.17

Profit for the year 13,516.50 9,273.62

Adjustments to

arrive at cash from

operations 8,915.84 7,406.13

Changes in working

capital (2,280.08) (4,048.40)

Direct taxes paid (1,767.94) (1,391.20)

(b) Net cash used in

investing activities (20,542.85) (7,285.49) (13,257.36)

Purchase of fixed

assets (Net) (13,782.85) (8,112.77)

Net investments,

short term deposit,

margin money and

loans given (6,993.25) 486.24

Investments in

subsidiary

companies (304.33) (70.42)

Dividend and

interest received 537.58 411.46

(` in crores)

FY 2011-12 Change

(c) Net cash (used in)/

from financing

activities 6,567.18 (1,401.29) 7,968.47

Equity issuance

(Net of issue

expenses) 0.02 3,253.39

Proceeds from issue

of share to minority

shareholders 138.54 5.19

Dividend Paid (1,503.11) (1,019.53)

Interest paid (3,373.69) (2,469.07)

Net Borrowings (net

of issue expenses) 11,305.42 (1,171.27)

Net increase in cash

and cash equivalent 4,408.65 2,553.37 1,855.28

Effect of exchange

fluctuation on cash

flows (1,078.96) 259.61

Cash and bank

balances on

acquisition / sale of

stake in subsidiaries

(net) - 2.47

Cash and cash

equivalent,

beginning

of the year 9,345.41 6,529.96

Cash and cash

equivalent, end

of the year 14,833.02 9,345.41

2010-11

FY 2010-11

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following actors contributed to net increase in working

capital for the year:-

Increase in vehicle financing receivables by ̀ 5,652.07

crores, consequent to increase in activity.

Increase in trade and other receivables amounting

`1 ,006.86 crores mainly due to increase in

sales volumes.

Increase in inventories amounting `2,718.98 crores

(mainly in finished goods) due to higher volumes /

activity.

Increases were partially offset by increase in trade

and other payables by `8,187.91 crores consequent

to manufacturing activity and net decrease in

provisions of `109.14 crores.

b. The net cash outflow from investing activity increased

during the current year to `20 ,542 .85 crores from

`7,285.59 crores for the last year.

Net cash used for capital expenditure was ̀ 13,782.85

crores during the year as against `8,112.77 crores for

the last year. The capital expenditure relates mainly

to capacity / expansion of facilities, quality and

reliability projects and product development

projects for new products.

The change in net investments mainly represents

parking of surplus cash in mutual funds net ̀ 5,840.09

crores against `32.14 crores in the last year.

c. The net change in financing activity was inflow of ̀ 6,567.18

crores against net outflow `1,401.29 crores for last year.

During the last year, the Company raised `3,249.80

crores (net of expenses) by way of issue of shares

through Qualified Institutional Placement.

During FY 2011-12, Jaguar Land Rover raised funds

by issued of Senior Notes of GB£1 ,500 million

resulting in increase in net change in borrowings

during the year by `11,305.42 crores as compared to

decrease of `1,177.27 crores during the last year.

Financial Performance on a standalone basis

The revenue (net of excise duty) increased to ̀ 54,306.56 crores

in FY 2011-12, as compared to `47,088.44 crores, representing

an increase of 15.3%. The total number of vehicles sold

during the year increased by 10.7% to 926,353 vehicles

from 836,629 vehicles. The domestic volumes increased by

10.9% to 863 ,248 vehicles from 778 ,540 vehicles in

FY 2010-11, while export volumes showed an improvement

of 8.6% to 63,105 vehicles from 58,089 vehicles in FY 2010-11.

Gross revenue from sale of vehicles, including export and

other incentives, increased 16.0% to `54,154.01 crores from

`46,692.88 crores in FY 2010-11. Sale of spare parts for vehicles

increased by 8.2% to `2,910.61 crores from `2,689.85 crores in

FY 2010-11.

The operating margin decreased mainly due to increase in

raw material cost and fixed marketing expenses. The Profit

after tax of `1,242.23 crores was lower by 31.4% compared to

`1,811.82 crores in FY 2010-11. The analysis of performance is

given below:-

Percentage of Turnover

FY 2011-12 FY 2010-11

Revenue from Operations net of

excise duty 100.0 100.0

Expenditure:

Cost of material consumed )

(including change in stock 73.1 72.3

Employee Cost 5.0 4.9

Manufacturing and other expenses (net) 15.5 14.3

Amount Capitalised (1.7) (1.7)

Total Expenditure 91.9 89.8

Other Income 1.1 0.9

Profit before Exceptional Item,

Depreciation, Interest and Tax 9.2 11.1

Depreciation and Amortisation

(including product development /

engineering expenses written off ) 3.4 3.2

Finance costs 2.2 2.9

Exceptional Item - Loss 1.1 0.3

Profit before Tax 2.5 4.7

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Cost of material consumed (including change in stock):

Cost of material consumed in terms of % of net revenue

increased by 80 basis points, mainly on account of cost increase

in input prices (partly relatable to change in environment

norms from BS II to BS III) and adverse product mix. Despite

increase in commodity prices during the year, the Company

was able to contain the material cost through vigorous cost

reduction programs.

Employee Cost increased by 17.3% to `2,691.45 crores from

`2,294.02 crores in FY 2010-11. The increase is mainly

attributable to normal yearly increases, promotions, wage

agreements (where applicable) and increase in head count. In

terms of % to net revenue, the employee cost has marginally

increased from 4.9% to 5.0%. The Company continues to focus

on measures to manage employee cost on a long term basis.

Manufacturing and Other Expenses were `8,405.51 crores

(`6,738.35 crores for FY 2010-11) and were 15.5% of net

revenue in FY 2011-12 compared to 14.3% in FY 2010-11. The

increase is primarily due to inflation, volumes, freight cost and

publicity expenses to promote the new products / variants.

Profit before Exceptional Item, Depreciation, Interest and

Tax was `4,985.88 crores in FY 2011-12, as compared to

`5,229.34 crores in FY 2010-11. The decrease is mainly due to

lower other income and lower operating margin.

Depreciation and amortization (including product

development / engineering expenses written off )

increased by 22.6% to `1,840.99 crores from `1,502.00 crores

in FY 2010-11. The increase reflects, impact on account of

additions to fixed assets towards plant and facilities for

expansion and new products introduction. Further, there has

been an increase in amortization relating to capitalization of

product development cost for products launched in the year.

Finance costs decreased to `1,218.62 crores from `1,383.70

crores in FY 2010-11. The Company has achieved a

reduction in the weighted average borrowing cost and

discounting charges.

Exceptional Items

a) During FY 2011-12, the Company provided `130 crores

for the loan given to a subsidiary , consequent to

impairment at the subsidiary triggered by continuous

underperformance, mainly attributed by challenging

market conditions in which the subsidiary operates.

b) There was an adverse exchange fluctuation of INR versus

all major currencies. After accounting for deferral and

amortization as permitted by the Accounting Standard

AS-11, a net exchange loss including on revaluation of

foreign currency borrowings, deposits and loans, was

`455.24 crores for the year (last year’s `147.12 crores

represents amortization).

Profit before Tax (PBT) of `1,341.03 crores represented 2.5%

of net revenue in FY 2011-12 as compared to PBT of `2,196.52

crores representing 4.7% of net revenue in FY 2010-11. The

reduction of PBT was mainly attributable to lower operating

margin, reduction in other income, increase in depreciation

and amortization, and exceptional items as explained above.

Tax expenses decreased to ̀ 98.80 crores from ̀ 384.70 crores

in FY 2010-11. The effective tax rate for FY 2011-12 is 7.4% of

PBT as compared to 17.5% for FY 2010-11. The reduction in

effective tax rate is due to impact of tax treatment of

exchange differences and higher proportion of tax benefits

as compared to PBT.

Profit After Tax (PAT) of the Company decreased by 31.4% to

`1,242.23 crores from `1,811.82 crores in FY 2010-11. Basic

Earnings Per Share (EPS) decreased to `3.90 as compared to

`6.06 in the previous year for Ordinary Shares and `4.00 as

compared to `6.16 for ‘A’ Ordinary Shares in the previous year.

The lower EPS reflects the lower PAT over a higher equity

base in FY 2011-12 as compared to FY 2010-11.

Standalone Balance Sheet

Shareholders’ fund was `19.626.01 crores and `20,013.30

crores as at March 31, 2012 and 2011, respectively.

(` in crores)

FY 2011-12 FY 2010-11

Consumption of raw materials and

components 33,894.82 27,058.47

Purchase of product for sale 6,433.95 7,363.13

Change in Stock-in-trade, finished

goods and Work-in-progress (623.84) (354.22)

Total 39,704.93 34,067.38

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Reserves decreased from `19,375.59 crores as at March 31,

2011 to `18,991.26 crores as at March 31, 2012. The PAT for the

year was `1,242.23 crores and the proposed dividend and tax

thereon was `1,463.72 crores.

Borrowings:

(` in crores)

The long term borrowings include external commercial

borrowings during the year of US$ 500 million (`2,544.13

crores) at floating rates. The borrowings on account of foreign

currency convertible notes increased by ̀ 367.51 crores mainly

due to exchange fluctuation. The net repayment of fixed

deposits from public and shareholders (unsecured) was

`1 ,231.09 crores. The short term borrowing by way of

commercial paper was `131.27 crores as at March 31, 2012 as

compared to `1,519.82 crores as at March 31, 2011. Current

maturities of Long term borrowings as at March 31, 2012

include `2,406.74 crores as at March 31, 2012 on account

of Convertible Alternative Reference Securities (CARS),

which will be due for redemption on July 11, 2012.

Trade payables were `8,744.83 crores as at March 31, 2012

as compared to `8,817.27 crores as at March 31, 2011.

These include acceptances which have been lowered from

`4,864.73 crores as at March 31, 2011 to `3,808.24 crores by

reducing the tenure with a view to lower discounting cost, by

substituting own funds.

Provisions (current and non-current) as at March 2012 and

2011, were ̀ 3,600.82 crores and `3,267.11 crores, respectively,

representing an increase of `333.71 crores. The provisions are

mainly towards warranty, employee retirement benefits,

premium payable of redemption of debentures / FCCNs,

delinquency and proposed dividends.

Fixed Assets: The tangible assets (net of depreciation and

including capital work in progress) increased from `12,631.82

crores as at March 31, 2011 to `13,656.77 crores as at March 31,

2012. The increase is mainly attributable to expansion and new

facility at Dharwad and plant and equipment across

all locations.

The intangible assets (net of amortisation) increased from

`2,505.11 crores as at March 31, 2011 to `3,273.05 crores

as at March 31, 2012. The increase pertains to new product

development for products / variants introduced in the year,

mainly World truck, Manza and Indica Vista (LHD), Aria, Safari

Storme and LCV for future. The intangible assets under

development were `2,126.37 crores as at March 31, 2012 and

`2,079.17 crores as at March 31, 2011. These relate to new

products planned in the future.

Investments (Current + Non current) decreased to ̀ 20,493.55

crores as at March 31, 2012 as compared to `22,624.21 crores

as at March 31, 2011. The reduction was due to part redemption

of 6.25% Cumulative Redeemable Preference Shares of US$

100 each at par of TML Holdings Pte Ltd, Singapore, of ̀ 4,146.98

crores. This was partly offset by increase in investments (net)

in subsidiaries and associates by `1,853.82 crores.

Inventories stood at `4,588.23 crores as compared to

`3,891.39 crores as at March 31, 2011. The increase mainly

relates to finished goods inventory by `707.80 crores, which

was planned in view of expected growth of volume.

Trade Receivables (net of allowance for doubtful

debts) were `2,708.32 crores as at March 31, 2012, as

compared to `2,602.88 crores as at March 31, 2011. The

allowances for doubtful debts were `181.23 crores as at

March 31, 2012 against `135.66 crores as at March 31, 2011.

Trade receivables increased mainly due to volumes and

also relate to delays in payment by the government-owned

transport companies.

Cash and bank balances were `1,840.96 crores, as at March

31, 2012 compared to `2,428.92 crores as at March 31, 2011.

The deposits as at March 31, 2011, included unutilized

proceeds of `505.00 crores out of Qualified Institutional

Placement issue.

As at

March 31,

2012

As at

March 31,

2011

Long term borrowings 8,004.50 9,679.42

Short term borrowings 3,007.13 4,958.77

Current maturities of long term

borrowings 4,868.94 1,277.24

Total 15,880.57 15,915.43

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a. The net cash from operations was `3,653.59 crores as

compared to `1,505.56 crores in the previous year. The

cash generated from operations before working capital

changes was `4,304.49 crores as compared to `4,656.71

crores in the previous year. There was net outflow of

`314.42 duirng the year towards working capital

mainly attributable to increase in inventory on account

to volumes.

b. The net cash inflow from investing activity was `144.72

crores as compared to net cash outflow of ̀ 2,521.88 crores

for the previous year. There was redemption of preference

shares by TML Holdings Singapore, resulting in cash inflow

of `4,146.98 crores.

c. The net change in financing activity was outflow of

`4,235.59 crores against inflow of `1,648.42 crores for last

year. The Company had raised equity through raising of

equity through QIP last year ̀ 3,249.80 crores. Further there

has been an outflow of dividends and interest

of `2,944.63 crores (last year `2,197.14 crores). There has

been a net decrease on account of borrowings of ̀ 1,290.98

crores as compared to inflow of ̀ 592.17 crores in last year.

Opportunities and Risks

Opportunities

Infrastructure Growth: The Government of India has been

focusing on improving road infrastructure through two main

umbrella programs – National Highway Development Project

(NHDP) and Pradhan Mantri Gram Sadak Yojna (PMGSY). While

National Highways Authority of India (NHAI) has till date

awarded 65% of the projects by road length (the plan is to

upgrade, widen and strengthen 55,000 km of road network),

35% still remains to be awarded. Of the awarded projects,

36% of the work has been completed and work on the

remaining 29% is underway. The Government has planned in

budget for FY 2012-13, to award a further 8,800 km of projects,

higher than originally planned. Under the PMGSY, the

Government aims to develop 368,368 km of rural roads. Of

Standalone Cash Flow (` in crores)

FY

2011-12

FY Change

(a) Net cash from (used

in) operating activities 3,653.59 1,505.56 2,148.03


Adjustments for cash

flow from operations 3,062.26 2,844.89

Changes in working

capital (314.42) (2,646.29)

Direct taxes paid (336.48) (504.86)

(b) Net cash from (used

in) investing activities 144.72 (2,521.88) 2,666.60

Purchase of fixed

assets (Net) (2,835.47) (2,381.65)

Net investments,

short term deposit,

margin money and

loans given 262.21 329.69

Redemption of

preference shares

in a subsidiary 4,146.98 -

Investments / loans

in subsidiary /

associates / JV (1,940.74) (853.07)

Dividend and

interest received 511.74 383.15

(c) Net cash from

(used in) financing

activities (4,235.59) 1,648.42 (5,882.01)

Proceeds from issue

of shares / previous

year through QIP 0.02 3,253.39

Interest and

dividend paid (2,944.63) (2,197.14)

Net Borrowings (net

of issue expenses) (1,290.98) 592.17

Net increase in cash

and cash equivalent (437.28) 632.10

Effect of exchange

fluctuation on

cash flows 4.78 3.77

Cash and cash

equivalent,

beginning of the

year 1,352.14 716.27

Cash and cash

equivalent, end of

the year 919.64 1,352.14

2010-11

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this, till date about 73% of network has been completed

(including upgradation). This improved connectivity presents

a significant opportunity for the Company with its wide

product range in commercial, utility and passenger vehicles.

The emphasis on road development has seen an increase in

demand for construction equipment, including tippers. Also,

there is positive effect in terms of demand for both Cargo and

Passenger Small Commercial Vehicles from newly connected

rural areas. Further progress in road development work

including sanction of new projects will help to sustain growth

in the Commercial Vehicle industry.

Rural market penetration: In India, growth in FY 2012-13 is

expected to come from reach and penetration in tier 2 and

tier 3 markets. With growing connectivity and increased rural

affluence, the demand for automobiles in rural areas has

increased significantly. For FY 2012-13 as well, with indications

of a normal monsoon and a robust growth in agriculture, the

demand from the rural segment is likely to sustain. With a

product range catering to even the buyer of smallest

commercial vehicle or a fun-to-drive yet affordable passenger

car offering, the Company is ideally placed to ride this growth

story. Along with the product range, the Company is working

on increasing reach and penetration of the sales and service

network to be able to serve this market better. During FY

2011-12, the Company increased sales touch points by 35%

and service touch points by 26%. With aggressive plans to

further increase penetration this year, the Company has

potential opportunity to leverage its wide product range and

large distribution network, to accelerate growth.

Non-cyclical business growth: In order to insulate against

the cyclicality of the automobile industry, specifically in the

M&HCV segment, the Company has focused on lines of business

and customer solutions which are inherently less cyclic in

nature. For example, the sale of spares and the aggregate

business, branded TATA GENUINE PARTS which has grown

by 21% CAGR in the last five years and is poised to grow

further in FY 2012-13. In order to maintain the growth, the

Company has increased distribution reach by 50% over

last year. The Company has a loyalty program for key brand

decision makers like the mechanics and the retailers. A total of

26,000 mechanics and 19,000 retailers across India participate

in these programs. These efforts also help us to serve our

customers and know their needs and requirements on an

ongoing basis. We have also established Rapid Customer Care

centers all over India to deliver aggregates to customer

anywhere in 24 hours. We are also focusing on other

business avenues like Refurbishing, AMC, Reconditioning, etc.

The focus of the Company is to reduce Total Cost of Ownership

for the customers, enhancing their satisfaction with our

products and services.

The Company is also focusing on the Defence business. With

the Government of India opening up different segments of

the Defence sector to private players, the Company is targeting

moving from pure logistics solutions player to tactical and

combat solutions; thus garnering a greater share of this market.

On the back of aggressive plans by the Government in FY

2012-13, the Company is aiming to achieve both its revenue

growth and profitability from this segment.

Exports from India: India has emerged as a major hub for

global manufacturing with its advantage of lower input costs,

availability of local supplier base and qualified and experienced

resource base. As an established domestic manufacturer, the

Company is ideally placed to leverage the above factors and

pursue lucrative international markets, through the export of

fully built vehicles export or CKD units. The Company also has

the advantage of a strong in-house design and development

team which is capable of developing solutions for different

regulatory and emission norms as per market specifications in

minimal time. Currently, the Company is present in Africa and

ASEAN markets through its manufacturing facilities in some of

the countries. The Company is also actively considering

expanding its global manufacturing footprint in key

international markets to take advantage of import duty

differentials and local sourcing benefits.

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technological capabilities. In line with this objective, the

company is involved in a number of advanced research

consortia that bring together leading manufacturers, suppliers

and specialists.

Products and environmental performance: The Company’s

strategy is to invest in products and technologies that position

its products ahead of expected stricter environmental

regulations and ensure that it benefits from a shift in consumer

awareness of the environmental impact of the vehicles they

drive. The Company is committed to continued investment in

new technologies , including developing sustainable

technologies to improve fuel economy and reduce CO2

emissions. The Company is the largest investor in automotive

R&D in United Kingdom. The Company’s environmental vehicle

strategy focuses on new propulsion technology, weight

reduction and reducing parasitic losses through the driveline.

Projects like REEVolution, REHEV and Range-e are some

examples of the Company’s research into the electrification of

premium sedan and all-terrain vehicles.

China and other developing markets: The Chinese economy

is forecast to grow at above 8% over the next few years. Whilst

light vehicles sales are expected to grow at around 10% p.a. in

China, the global light vehicle sales are expected to grow at

4.2% p.a., with South America, China and South Asia expected

to out-perform the average. With an established network of

dealers in place in these markets and an updated product

range, Jaguar and Land Rovers brands are well placed to

benefit from this growth. The Joint Venture in China with

Chery Automotive, currently pending approval by Chinese

authorities, will give Jaguar Land Rover an additional scope to

improve our position in that market.

Engine plant: Jaguar Land Rover is developing a new engine

plant, alongside new, more fuel efficient engines. This

will enable Jaguar Land Rover to improve their offering in

terms of more efficient product and give us better control

over engine supply to markets.

Grow the business through new products and market

expansion: Jaguar Land Rover offers products in the premium

performance car and all-terrain vehicle segments, and it

intends to grow the business by diversifying the product range

within these segments, for example by offering different

Powertrain combinations. The new Range Rover Evoque has

helped expansion into a market segment that is attracted by

a smaller, lighter and more “urban” off-road vehicle than the

market segment in which the company’s Range Rover models

traditionally compete, while the new 2.2-litre diesel XF caters

for a much wider group of potential customers, particularly

company car drivers. As a producer of distinctive, premium

products, the Company believes that it is well positioned to

increase revenues in emerging affluent countries with growing

sales potential.

Transform the business structure to deliver sustainable

returns: The Company plans to strengthen operations by

gaining a significant presence across a select range of products

and a wide diversity of geographic markets. One key

component of this strategy, which continues to deliver positive

results, is the Company’s focus on improving the mix of products

and the mix of markets. The Company also plans to continue to

strengthen business operations in addition to vehicle sales,

such as spare part sales, service and maintenance contracts.

Investment in product development and technology :

One of the Company’s principal goals is to enhance its status as

a leading manufacturer of automotive vehicles by investment

in products, R&D, quality improvement and quality control.

The Company’s strategy is to maintain and improve its

competitive position by developing technologically

advanced vehicles. Over the years, the Company has enhanced

its technological strengths through extensive in-house

R&D activities.

The Company considers technological leadership to be a

significant factor in its continued success, and therefore

continues to devote significant resources to upgrading its

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Risks

Deterioration in economic conditions: The impact of the

global financial crisis and European sovereign debt crisis

continues to be a cause of concern, despite concerted efforts

to contain the adverse effect of these events on global recovery.

In addition to India, the Company has automotive operations

in the UK, South Africa, South Korea, Spain, Thailand and in

Indonesia (being commissioned). The Indian automotive

industry is affected substantially by the general economic

conditions in India and around the world. The demand for

automobiles in the Indian market is influenced by factors

including the growth rate of the Indian economy, easy

availability of credit, and increase in disposable income among

Indian consumers, interest rates, freight rates and fuel prices.

During the global financial crisis in FY 2008-09, RBI had eased

its monetary policy stance to stimulate economic activity.

Subsequently, as the Indian economy started recovering from

the downturn, inflation pressures increased substantially,

followed by several interest rate hikes by RBI. With inflation

moderating in FY 2011-12, RBI reduced interest rates (repo

rate and reverse repo rate) by 50 basis points in April 2012,

however, muted industrial growth along with higher inflation

and higher interest rates still continue to pose downside risks

to overall growth. The automotive industry in general is cyclical

and economic slowdowns in the past, have affected the

manufacturing sector including the automotive and related

industries. Deterioration in key economic factors such as growth

rate, interest rates and inflation as well as reduced availability

of financing for vehicles at competitive rates, may adversely

affect our automotive sales in India and results of operations.

Jaguar Land Rover operations have significant presence in the

UK, North America, Continental Europe and China, as well as

sales operations in many major countries across the globe. The

global economic downtown significantly impacted the global

automotive markets, particularly in the United States and

Europe, including the UK, where Jaguar Land Rover operations

have significant presence. The Company’s strategy with respect

to Jaguar Land Rover operations, which includes new product

launches and expansion into growing markets such as China,

Russia and Brazil, may not be sufficient to mitigate the decrease

in demand for the products in established markets and this

could have a significant adverse impact on the financial

performance. In response to the recent economic slowdown,

the Company further intensified efforts to review and realign

our cost structure such as reducing manpower costs and other

fixed costs. Jaguar Land Rover business is exploring

opportunities to reduce cost base through increased sourcing

of materials from low cost countries, reduction in number of

suppliers, reduction in number of platforms, reduction in

engineering change costs, increased use of off-shoring and

several other initiatives. While the markets in the United States

in FY 2011-12, have begun to show signs of recovery and

stability, the UK and Europe continue to struggle. If industry

demand softens because of the impact of the debt crisis, or

low or negative economic growth in key markets or other

factors, the results of operations and financial condition could

be substantially and adversely affected.

Interest rates and other inflationary trends: Due to anti

inflationary monetary policy pursued by the RBI, the interest

rates continued to be at higher levels and affected the growth

of EMI-driven products in India throughout FY 2011-12. The

impact of high inflation, interest rates, rising wages and raw

material costs, coupled with suppressed aggregate demand

in the economy, severely impacted the rate of industrial growth.

As the rate of inflation has started to show some easing, the

RBI has lowered policy rates (i.e. repo and reverse repo) in

April 2012. On April 17, 2012, the RBI reduced the Repo Rate

by 50 basis points from 8.50% to 8.00% and Reverse Repo Rate

from 7.50% to 7.00%. The current Repo Rate cut comes after

the RBI raised it by 375 basis points during the period of

March 2010 - October 2011, presumably for anchoring

inflationary expectations. Although interest rate and inflation

have shown some signs of softening in the recent months,

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from the supply of rare and frequently sought raw materials

for which demand is high, especially those used in vehicle

electronics such as rare earths, which are predominantly found

in China. In the past, China limited the export of rare earths

from time to time. If the Company is unable to find substitutes

for such raw materials or pass price increases on to customers

by raising prices, or to safeguard the supply of scarce raw

materials, the Company’s vehicle production, business and

results from operations could be affected.

Restrictive covenants in financing agreements: Some of the

Company’s financing agreements and debt arrangements set

limits on and/or require the Company to obtain lender

consents before, among other things, pledging assets as

security. In addition, certain financial covenants may limit the

Company’s ability to borrow additional funds or to incur

additional liens. In the past, the Company has been able to

obtain required lender consents for such activities. If the

financial or growth plans require such consents and such

consents are not obtained, the Company may be forced to

forego or alter plans, which could adversely affect our results

of operations and financial condition.

In the event that the Company breaches these covenants, the

outstanding amounts due under such financing agreements

could become due and payable immediately. A default under

one of these financing agreements may also result in cross-

defaults under other financing agreements and result in the

outstanding amounts under such other financing agreements

becoming due and payable immediately. Defaults under one

or more of our financing agreements could have a material

adverse effect on the Company’s results of operations and

financial condition.

Environmental Regulations: As an automobile company, the

Company is subject to extensive governmental regulations

regarding vehicle emission levels, noise, safety and levels of

pollutants generated by our production facilities. These

regulations are likely to become more stringent and

there is an upside risk to inflation, which could stop further

softening of interest rate cycle and have an adverse impact on

the demand and consequently growth in India.

Fuel Prices: The crude oil price continued at about US$110

per barrel (Brent crude oil) throughout FY 2011-12. There are

renewed concerns of rapid growth in oil demand in emerging

economics and downshift in oil supply trends. As a result, the

oil prices are likely to continue at higher levels. The Indian

Government has removed petrol from administered price

mechanism. However, diesel and cooking gas continues to be

subsidized by the Government, which has impacted the

Government finances due to rising subsidies. There have been

discussions regarding removing diesel from the administered

price mechanism and imposing levy on passenger vehicles

running on diesel. The fuel prices or levies could adversely

impact the demand of automotive vehicles in India, particularly

passenger vehicles. Increases in fuel costs also pose a significant

challenge to automobile manufacturers worldwide, especially

in the commercial and premium vehicle segments where

increased fuel prices have an impact on demand. The

Company’s product programs initiatives are aimed at

improving fuel efficiency of its products and development of

alternate fuel solutions.

Input Costs / Supplies: Prices of commodity items used in

manufacturing automobiles, including steel, aluminium,

copper, zinc, rubber, platinum, palladium and rhodium have

become increasingly volatile over the past two years. While

the Company continues to pursue cost reduction initiatives,

an increase in price of input materials could severely impact

our profitability to the extent such increase cannot be absorbed

by the market through price increases and / or could have a

negative impact on the demand. In addition, because of intense

price competition and the considering level of fixed costs, the

Company may not be able to adequately address changes in

commodity prices even if they are foreseeable.

In addition, an increased price and supply risk could arise

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compliance costs may significantly impact the future results

of operations. In particular, the US and Europe have stringent

regulations relating to vehicular emissions. The proposed

tightening of vehicle emissions regulations by the European

Union will require significant costs for compliance. While the

Company is pursuing various technologies in order to meet

the required standards in the various countries in which the

Company sell our vehicles, the costs for compliance with these

required standards can be significant to the operations and

may adversely impact the results of operations.

To comply with current and future environmental norms, the

Company may have to incur additional capital expenditure

and R&D expenditure to upgrade products and manufacturing

facilities, which would have an impact on the Company’s cost

of production and the results of operations and may be difficult

to pass through to its customers. If the Company is unable to

develop commercially viable technologies within the time

frames set by the new standards, the Company could face

significant civil penalties or be forced to restrict product

offerings drastically to remain in compliance. Moreover,

meeting government mandated safety standards is difficult

and costly because crash worthiness standards tend to conflict

with the need to reduce vehicle weight in order to meet

emissions and fuel economy standards.

The Company’s product development plan is structured to

allow it to develop vehicles which comply with current and

expected future environmental regulations particularly in the

United States covered by the CAFE and in other countries

such as China.

Intensifying Competition: The global automotive industry is

highly competitive and competition is likely to further intensify

in view of the continuing globalization and consolidation in

the worldwide automotive industry. Competition is especially

likely to increase in the premium automotive categories as

each market participant intensifies its efforts to retain its

position in established markets while also developing a

presence in emerging markets, such as China. The factors

affecting competition include product quality and features,

innovation and product development time, ability to control

costs, pricing, reliability, safety, fuel economy, customer service

and financing terms.

The Company also faces strong competition in the Indian

market from domestic as well as foreign automobile

manufacturers. Improving infrastructure and robust growth

prospects compared to other mature markets, are attracting a

number of international companies to India either through

joint ventures with local partners or through independently

owned operations in India. International competitors bring

with them decades of international experience, global scale,

advanced technology and significant financial resources.

Consequently, domestic competition is likely to further intensify

in the future.

Exchange and interest rate fluctuations: The Company’s

operations are subject to risk arising from fluctuations in

exchange rates with reference to countries in which it operates.

These risks primarily stem from the relative movements of the

GBP, the US dollar, the Euro, the Chinese Yuan, the Russian

Ruble and the Indian Rupee.

In India, the Company imports capital equipment, raw

materials and components from, and also sells its vehicles in

various countries. These transactions are denominated primarily

in US dollars and Euros. Moreover, the Company has outstanding

foreign currency denominated debt and is sensitive to

fluctuations in foreign currency exchange rates. During the

year, the depreciation of the Indian Rupee against the US

dollar adversely impacted the borrowing cost and

consequently, the results of operations. The Company has

experienced and expects to continue to experience foreign

exchange losses and gains on obligations denominated in

foreign currencies in respect of its borrowings and foreign

currency assets and liabilities due to currency fluctuations.

Jaguar Land Rover operations have significant exposure

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emissions. In many markets these preferences are driven by

increased government regulation and rising fuel prices. The

Company’s operations may be significantly impacted if there

is a delay in developing fuel efficient products that reflect

changing customer preferences, especially in the premium

automotive category. The Company endeavors to take account

of climate protection and the ever more stringent laws and

regulations that have been and are likely to be adopted. The

Company focuses on researching, developing and producing

new drive technologies, such as hybrid engines and electric

cars. The Company is also investing in development programs

to reduce fuel consumption through the use of lightweight

materials, reducing parasitic losses through the driveline and

improvements in aerodynamics.

In addition, the climate debate and promotion of new

technologies are increasingly resulting in the automotive

industry’s customers no longer looking for products only on

the basis of the current standard factors, such as price, design,

performance, brand image or comfort / features, but also on

the basis of the technology used in the vehicle or the

manufacturer or provider of this technology. This could lead to

shifts in demand and the value added parameters in the

automotive industry.

One of the Company’s principal goals is to enhance its status as

a leading manufacturer of premium passenger vehicles by

investing in products, R&D, quality improvement and quality

control. The Company’s strategy is to maintain and improve its

competitive position by developing technologically advanced

vehicles. Over the years, the Company has enhanced its

technological strengths through extensive in-house R&D

activities, particularly through the Company’s advanced

engineering and design centers. These centralise the Company’s

capabilities in product design and engineering. Further, the

Company is pursuing various quality improvement

programmes, both internally and its suppliers’ operations, in

an effort to enhance customer satisfaction and reduce future

warranty costs.

considering the vehicle sales in the US, Europe and China. In

addition, Jaguar Land Rover source a significant portion of

input material from European suppliers.

Although the Company engages in currency hedging in order

to decrease its foreign exchange exposure, a weakening of

the Indian Rupee against the US dollar or other major foreign

currencies may have an adverse effect on the cost of borrowing

and consequently may increase the financing costs, which

could have a significant adverse impact on the Company’s

results of operations.

The Company also has interest-bearing assets (including cash

balances) and interest-bearing liabilities, which earn interest

at variable rates. The Company is therefore exposed to changes

in interest rates in the various markets in which it borrows.

New products, emissions and technology- Intensifying

competition, reducing product life cycles and breadth of the

product portfolio, necessitates the Company to continuously

invest in new products, upgrades and capacity enhancement

programme. Though the Company employs sophisticated

techniques and processes to forecast the demand of new

products yet the same is subject to margin of error.

Further the competitors can gain significant advantages if they

are able to offer products satisfying customer needs earlier

than the Company able is to and this could adversely impact

the Company’s sales and results of operations. Unanticipated

delays or cost overruns in implementing new product

launches, expansion plans or capacity enhancements could

adversely impact the Company’s results of operations. Timely

introduction of new products, their acceptance in the market

place and managing the complexity of operations across

various manufacturing locations, would be the key to sustain

competitiveness.

Customer preferences especially in many of the developed

markets seem to be moving in favour of more fuel efficient

vehicles. Further, in many countries there has been significant

pressure on the automotive industry to reduce carbon dioxide

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Underperformance of distribution channels and supply

chains: The Company products are sold and serviced through

a network of authorized dealers and service centers across the

domestic market, and a network of distributors and local

dealers in international markets. The Company monitors the

performance of its dealers and distributors and provides them

with support to enable them to perform to the expectations.

Any under-performance by the dealers or distributors could

adversely affect the Company’s sales and results of operations.

The Company relies on third parties to supply raw materials,

parts and components used in the manufacture of products.

Furthermore, for some of these parts and components, the

Company is dependent on a single source. The Company’s

ability to procure supplies in a cost effective and timely manner

is subject to various factors, some of which are not within its

control. While the Company manages its supply chain as part

of the vendor management process, any significant problems

with supply chain in the future could affect the results of

operations. Impact of natural disasters and man-made

accidents, adverse economic conditions, decline in automobile

demand, lack of access to sufficient financing arrangements

could have a negative financial impact on the Company’s

suppliers and distributors, in turn impairing timely availability

of components, or increases in costs of components.

The tragic earthquake and tsunami in Japan in March 2011,

shows the vulnerability of the automotive supply chain to

external shocks. Several suppliers to the automotive industry,

including those to the Company, were severely impacted by

the earthquake and tsunami and its after-effects. The Company,

however, managed to avoid any production disruption by

working with its overall supply base to temporarily resource

components and help Japanese suppliers to restart production.

In managing a complex supply chain the Company has

developed close relationships with both direct and indirect

suppliers. The Company continues to develop long-term

strategic relationships with suppliers to support the

development of parts, technology and production facilities.

With respect to Jaguar Land Rover operations, as part of a

separation agreement from Ford, the Company entered into

supply agreements with Ford and certain other third parties

for critical components. Any disruption of such transitional

services could have a material adverse impact on the operations

and financial condition.

Changes in tax, tariff or fiscal policies and regulations:

Imposition of any additional taxes and levies designed to limit

the use of automobiles could adversely affect the demand for

the Company‘s vehicles and the results of operations. Changes

in corporate and other taxation policies as well as changes in

export and other incentives given by the various governments,

could also adversely affect the results of operations. The

Government of India had proposed a comprehensive national

goods and services tax, or GST, regime that will combine taxes

and levies by the central and state governments into one

unified rate structure. The same was to be effective from April

1, 2012, but its implementation has been deferred. While

both the Government of India and other state governments of

India have publicly announced that all committed incentives

will be protected following the implementation of the GST,

there is no clarity all aspects of the tax regime following

implementation of the GST. The implementation of this

rationalized tax structure might be affected by any

disagreement between certain state governments, which

could create uncertainty.

The Direct Tax Code Bill 2010, or DTC, proposes to replace the

existing Income Tax Act, 1961 and other direct tax laws, with

a view to simplify and rationalize the tax provisions into one

unified code. The DTC is currently proposed to come into

effect from April 1, 2013. The various proposals included in

DTC are subject to review by Indian parliament and as such

impact if any, is not quantifiable at this stage.

Further, Brazil has recently increased import duty for foreign

build vehicles which put pressure on margins. The Company

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pension liabilities are generally funded and the pension plan

assets are particularly significant. As part of its Strategic Business

Review process, the Company closed the Jaguar Land Rover

defined benefit pension plan to new joiners as at April 19,

2010. All new employees in the operations from April 19,

2010 have joined a new defined contribution pension plan.

Lower return on pension fund assets, changes in market

conditions, changes in interest rates, changes in inflation rates

and adverse changes in other critical actuarial assumptions,

may impact its pension liabilities and consequently increase

funding requirements , which will adversely affect the

Company’s financial condition and results of operations.

Automobile financing business: The Company is subject to

risks associated with its automobile financing business. Any

defaults by the customers or inability to repay installments as

due, could adversely affect the business, results of operations

and cash flows. In addition, any downgrades in the Company’s

credit ratings may increase the borrowing costs and restrict

the access to the debt markets. Over time, and particularly in

the event of any credit rating downgrades, market volatility,

market disruption, regulatory changes or otherwise, the

Company may need to reduce the amount of financing

receivables it originates, which could adversely affect the ability

to support the sale of vehicles.

Further, Jaguar Land Rover offers residual value guarantees on

the purchase of certain leases in some markets. The value of

these guarantees is dependent on used car valuations in those

markets at the end of the lease, which is subject to change.

Consequently, the Company may be adversely affected by

movements in used car valuations in these markets. Also, Jaguar

Land Rover has arrangements in place with FGA Capital, a

joint venture between Fiat Auto and Credit Agricole (FGAC)

for the UK and European consumer finance, Chase Auto Finance

in North America, and has similar arrangements with local

providers in a number of other key markets. The Company

works closely with its commercial finance providers to

is considering a number of options to counter this issue,

including discussions with the Brazilian government to exempt

a number of imported vehicles from the increased tariff.

Political instability, wars, terrorism, multinational conflicts,

natural disasters, fuel shortages / prices, epidemics, labour

strikes: The Company’s products are exported to a number of

geographical markets and the Company plans to expand

international operations further in the future. Consequently,

the Company is subject to various risks associated

with conducting the business both within and outside the

domestic market and the operations may be subject to

political instability , wars , terrorism , regional and / or

multinational conflicts, natural disasters, fuel shortages,

epidemics and labour strikes. In addition, conducting business

internationally, especially in emerging markets, exposes the

Company to additional risks, including adverse changes in

economic and government policies, unpredictable shifts in

regulation, inconsistent application of existing laws and

regulations, unclear regulatory and taxation systems and

divergent commercial and employment practices

and procedures.

Product liability, warranty and recall: The Company is

subject to risks and costs associated with product liability,

warranties and recalls, should the Company supply defective

products, parts, or related after-sales services, including by

generating negative publicity, which may adversely affect the

Company’s business, results of operations and financial

conditions. Such events also require the Company, expend

considerable resources in correcting these problems and could

adversely affect the demand for the products. Furthermore,

the Company may also be subject to class actions or other

large scale product liability or other lawsuits in various

jurisdictions in which it has a significant presence.

Jaguar Land Rover Pension obligations: The Company

provides post-retirement and pension benefits to its

employees, some of which are defined benefit plans. The

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minimize the risk around residual values which in turn reduces

the level of lease subvention.

Labour unrest: The Company’s permanent employees, other

than officers and managers, in India and most of the permanent

employees in South Korea and the United Kingdom, including

certain officers and managers, in relation to automotive

business, are members of labour unions. They are covered by

wage agreements, where applicable, with those labour unions.

In general, the Company considers labour relations with all of

employees to be good. However, in the future the Company

may be subject to labour unrest, which may delay or disrupt

the operations in the affected regions, including the acquisition

of raw materials and parts, the manufacture, sales and

distribution of products and the provision of services. If work

stoppages or lock-outs at the facilities or at the facilities of the

major vendors occur or continue for a long period of time, the

business, financial condition and results of operations of the

Company may be adversely affected.

Jaguar Land Rover operations in key mature market: Jaguar

Land Rover, which contributes approximately 63% of the

Company’s consolidated revenues, has a significant presence

in the United Kingdom, North American and continental

European markets. The global economic downturn significantly

impacted the automotive industry in these markets in FY 2008-

09. Even though sales of passenger cars were aided by

government-sponsored car-scrap incentives, these incentives

primarily benefited the compact and micro-compact car

segments and had virtually no slowing effect on the sales

declines in the premium car or all-terrain vehicle segments in

which we operate. Although demand in these markets has

recovered strongly, any decline in demand for the Company’s

vehicles in these major markets may in the future significantly

impair the Company’s business, financial position and results

of operations. The strategy, which includes new product

launches and expansion into growing markets, such as China,

India, Russia and Brazil, may not be sufficient to mitigate a

decrease in demand for the Company’s products in mature

markets in the future.

Growing business through mergers and acquisitions: The

Company believes that its acquisitions provide opportunities

to grow significantly in the global automobile markets by

offering premium brands and products. The acquisitions have

provided access to technology and additional capabilities while

also offering potential synergies. However, the scale, scope

and nature of the integration required in connection with

acquisitions present significant challenges, and the Company

may be unable to integrate the relevant subsidiaries, divisions

and facilities effectively within our expected schedule. An

acquisition may not meet the Company’s expectations and

the realization of the anticipated benefits may be blocked,

delayed or reduced as a result of numerous factors, some of

which are outside the Company’s control.

The Company will continue to evaluate growth opportunities

through suitable mergers and acquisitions in the future. Growth

through mergers and acquisitions involves business risks,

including unforeseen contingent risks or latent business

liabilities that may only become apparent after the merger or

acquisition is completed. The key success factors will be

seamless integration and effective management of the

merged/acquired entity, retention of key personnel, and

generating cash flow from synergies in engineering and

sourcing, joint sales and marketing efforts, and management

of a larger business.

Inability to protect or preserve intellectual property: With

respect to Jaguar Land Rover, the Company owns or otherwise

has rights to a number of patents relating to the products,

which have been obtained over a period of years. In connection

with the design and engineering of new vehicles and the

enhancement of existing models, the Company seeks to

regularly develop new technical designs for use in its vehicles.

The Company also uses technical designs which are the

intellectual property of third parties with such third parties’

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Insurance coverage may not be adequate to protect us

against all potential losses: The Company believes that the

insurance coverage that it maintain is reasonably adequate

to cover all normal risks associated with the operation of

our business. To the extent that we suffer loss

or damage that is not covered by insurance or which

exceeds our insurance coverage, our financial condition

may be affected.

Manufacturing and engineering: The Company has

manufacturing facilities and design and engineering centres,

located in India, the United Kingdom, South Korea, Thailand,

Spain and South Africa. The Company could experience

disruption to its manufacturing, design and engineering

capabilities for a variety of reasons, including, among others,

extreme weather, fire, theft, system failures, natural calamities,

mechanical or equipment failures and similar risks. Any

significant disruptions could adversely affect the Company’s

ability to design, manufacture and sell the Company’s products

and, if any of those events were to occur, the Company cannot

be certain that the company would be able to shift its design,

engineering and manufacturing operations to alternative sites

in a timely manner or at all. Any such disruption could therefore

materially affect the Company’s business, financial condition

or results of operations.

Regulation of production facilities: The Company’s

production facilities are subject to a wide range of

environmental , health and safety requirements. These

requirements address, among other things, air emissions,

wastewater discharges , accidental releases into the

environment, human exposure to hazardous materials, the

storage, treatment, transportation and disposal of wastes and

hazardous materials, the investigation and clean up of

contamination, process safety and the maintenance of safe

conditions in the workplace. Many of the Company’s operations

require permits and controls to monitor or prevent pollution.

The Company has incurred, and will continue to incur,

consent. These patents and trademarks have been of value in

the growth of the business and may continue to be of value in

the future. Although the Company does not regard any of its

businesses as being dependent upon any single patent or

related group of patents, an inability to protect this intellectual

property generally, or the illegal breach of some or a large

group of our intellectual property rights, would have a materially

adverse effect on the Company’s operations, business and / or

financial condition. The Company may also be affected by

restrictions on the use of intellectual property rights held by

third parties and it may be held legally liable for the infringement

of the intellectual property rights of others in its products.

Although the Company does not regard any of its businesses

as being dependent upon any single patent or related group

of patents, its inability to protect this intellectual property

generally, or the illegal breach of some or a large group of the

company’s intellectual property rights, would have a materially

adverse effect on the Company’s operations, business and / or

financial condition.

Inability to manage growing international business: The

Company’s growth strategy relies on the expansion of its

operations by introducing certain automotive products in other

parts of the world, including Europe, China, Russia, Brazil, US,

Africa, and other parts of Asia. The costs associated with entering

and establishing in new markets , and expanding such

operations, may be higher than expected, and the Company

may face significant competition in those regions. In addition,

the Company’s international business is subject to many

actual and potential risks and challenges, including language

barriers, cultural differences and other difficulties in staffing

and managing overseas operations, inherent difficulties and

delays in contract enforcement and the collection of receivables

under the legal systems of some foreign countries, the risk of

non-tariff barriers, other restrictions on foreign trade or

investment sanctions, and the burdens of complying with a

wide variety of foreign laws and regulations.

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substantial on-going capital and operating expenditures to

ensure compliance with current and future environmental,

health and safety laws and regulations or their more stringent

enforcement. Other environmental, health and safety laws and

regulations could impose restrictions or onerous conditions

on the availability or the use of raw materials required for the

Company’s manufacturing process. The Company’s

manufacturing process results in the emission of greenhouse

gases such as carbon dioxide.

For Jaguar Land Rover operations, the EU Emissions Trading

Scheme, an EU-wide system in which allowances to emit

greenhouse gases are issued and traded, is anticipated to

cover more industrial facilities and become progressively more

stringent over time, including by reducing the number of

allowances that will be allocated free of cost to manufacturing

facilities. In addition, a number of further legislative and

regulatory measures to address greenhouse gas emissions,

including national laws and the Kyoto Protocol, are in various

phases of discussion or implementation. These measures could

result in increased costs to: (i) operate and maintain the

company’s production facilities; (ii) install new emissions

controls; (iii) purchase or otherwise obtain allowances to emit

greenhouse gases; and (iv) administer and manage the

company’s greenhouse gas emissions programme.

Inability to attract and retain skills: The Company believes

that the Company’s growth and future success depend in large

part on the skills of the Company’s workforce, including

executives and officers, as well as the designers and engineers.

The loss of the services of one or more of these employees

could impair the Company’s ability to continue to implement

its business strategy. The Company’s success also depends, in

part, on the Company’s continued ability to attract and retain

experienced and qualified employees, particularly qualified

engineers with expertise in automotive design and

production. The competition for such employees is intense,

and the Company’s inability to continue to attract, retain and

motivate employees could adversely affect its business and

plans to invest in the development of new designs and

products.

Outlook

In India, the current year ended with slow growth in most of

the critical segments, mainly due to anti inflationary monetary

policy pursued by the RBI. The current fiscal has started with a

positive action by the RBI of easing of the monetary policy in

April 2012, with an expectation of moderating the inflation.

However, a series of such cuts would be required to revive

industrial growth. Liquidity in the banking system which

remained in the deficit for the whole of FY 2011-12, remains

a concern. While the situation is improving in Q1 of FY 2012-

13, this remains critical to ensuring sustainable growth

While there continues to concurrence over deteriorating

Government finances and slowing pace of reforms, there is

an expectation of fiscal consolidation back on track giving

fillip to savings and capital formation. The service sector

will continue to contribute positively. On the assumptions of

good monsoon, the growth in agriculture is likely to be

rebound. The RBI is likely to ease the monetary policy based

on review of inflation. The Indian economy is likely to

grow moderately at 7.6% (+ -0.25%). These factors could

improve investment outlook on disposable income from

Q2 of FY 2012-13.

Input costs continue to remain under pressure from increasing

commodity prices. With increased intensity in the competitive

scenario, pricing power remains limited and margins are likely

to be under pressure.

Against this backdrop, the Company will continue to focus on

providing new products and solutions to the customer with a

view to reduce the Total Cost of Ownership. Along with initial

acquisition price, the focus would be on improving fuel

efficiency and reducing maintenance costs of the vehicles. With

a view to maintain its advantage of reach and penetration, the

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Company will also deepen its sales and service network with

a focus on up-country markets. Aggressive cost reduction

continues to be a focus area to offset the increased input costs

and continuously improve margins. The Company is also

actively pursuing opportunities in the International markets

including the possibility of CKD and SKD assembly to offset

high import costs.

The Company will continue its initiative of setting up Nano

Specific and UV Specific dealerships to improve reach and

penetration along with providing an added focus to the products

as required. It will continue to work with all partners as well as

multiple financiers to work towards a best-in-class sales and

service experience.

The European economy continues to struggle, with austerity

measures in place in a number of countries. The economic

situation and recent national election results continue to create

uncertainty around European zone stability, the Euro and

borrowing costs. Credit continues to be difficult to obtain for

customers and the outlook remains volatile. Initial figures

suggest that the UK economy has re-entered recession in the

last three months. Trading conditions in the UK remain

difficult. The US economy has recovered more favourably

than other mature economies since the economic downturn,

with GDP growth and falling unemployment, although the

position remains fragile.

The Chinese economy has continued to grow strongly

throughout FY 2011-12. GDP growth is likely to slow in future,

although may remain above 8%. The Asia Pacific region main

markets are Japan, Australia and New Zealand. These regions

were less affected by the economic crisis compared to western

economies and are recovering more favourably, often due to

increased trade with China and other growth economies. The

major constituents in other markets are Russia, South Africa and

Brazil, alongside the rest of Africa and South America. These

economies were not as badly affected by the economic crisis as

the western economies and have continued GDP growth in the

last few years, partially on the back of increased commodity

and oil prices.

Jaguar Land Rover will continue to focus on profitable volume

growth, managing costs, improving efficiencies to sustain the

growth momentum and continuous sustainable investments in

technology and products. It will also focus on increasing its

presence in the growth markets such as China, Russia, India and

Brazil along with launching new products and variants.

Internal Control Systems and their adequacy

The Company has an adequate system of internal controls in

place. It has documented procedures covering all financial

and operating functions. These controls have been designed

to provide a reasonable assurance with regard to maintaining

of proper accounting controls, monitoring of operations,

protecting assets from unauthorized use or losses, compliances

with regulations and for ensuring reliability of financial

reporting. The Company has continued its efforts to align all

its processes and controls with global best practices in these

areas as well.

Some significant features of the internal control systems are:

- Preparation and monitoring of annual budgets for all

operating and service functions;

- State-of-the-art ERP, Supplier Relations Management and

Customer Relations Management, connect its different

locations, dealers and vendors for efficient and seamless

information exchange;

- An on-going program for reinforcement of the Tata Code

of Conduct. The Code covers integrity of financial reporting,

ethical conduct, regulatory compliance, conflict of

interests review and reporting of concerns.

- A well-established multi-disciplinary Internal Audit team,

which reviews and reports to management and the Audit

Committee about the compliance with internal controls

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and the efficiency and effectiveness of operations and the

key process risks. The scope and authority of the Internal

Audit division is derived from the Audit Charter approved

by the Audit Committee;

- Audit Committee of the Board of Directors, comprising

independent directors, which is functional since August

1988, regularly reviews the audit plans, significant audit

findings, adequacy of internal controls, compliance with

Accounting Standards as well as reasons for changes in

accounting policies and practices, if any;

- A comprehensive information security policy and

continuous upgrades to IT system;

- Documenting of major business processes and testing

thereof including financial closing, computer controls

and entity level controls as part of compliance with

Sarbanes-Oxley Act;

- Anti-fraud programme.

The Board takes responsibility for the total process of risk

management in the organisation. The Audit Committee reviews

reports covering operational, financial and other business risk

areas. Through an Enterprise Risk Management programme,

each Business Unit addresses opportunities and the attendant

risks through an institutionalized approach aligned to the

Company’s objectives. This is also facilitated by internal audit.

The business risk is managed through cross functional

involvement and communication across businesses. The results

of the risk assessment and residual risks are presented to the

senior management.

Material Developments in Human Resources/Industrial

Relations

A cordial industrial relations environment prevailed at

all the manufacturing units of the Company during the year.

The permanent employees‘ strength of the Company

(standalone) was 29,401 and that of the Tata Motors’ Group

(consolidated) was 58,618 as on March 31, 2012. The Company

entered into a three year wage settlement with its Union

at Lucknow and Uttaranchal through amicable process

of negotiations.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis

describing the Company’s objective, projections, estimates,

expectations may be “forward-looking statements” within

the meaning of applicable securities laws and regulations. Actual

results could differ materially from those expressed or implied.

Important factors that could make a difference to the Company’s

operations include, among others, economic conditions

affecting demand /supply and price conditions in the domestic

and overseas markets in which the Company operates, changes

in the Government regulations, tax laws and other statutes

and incidental factors.

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REPORT ON

CORPORATE

GOVERNANCE

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

As a Tata Company, the Company’s philosophy on Corporate Governance is founded upon a

rich legacy of fair, ethical and transparent governance practices, many of which were in place

even before they were mandated by adopting highest standards of professionalism, honesty,

integrity and ethical behaviour. As a global organization, the Corporate Governance practices

followed by the Company and its subsidiaries are compatible with international standards and

best practices. Through the Governance mechanism in the Company, the Board alongwith its

Committees undertake its fiduciary responsibilities to all its stakeholders by ensuring

transparency, fairplay and independence in its decision making.

The Corporate Governance philosophy is further strengthened with the adherance to the Tata

Business Excellence Model as a means to drive excellence, the Balanced Scorecard methodology

for tracking progress on long term strategic objectives and the Tata Code of Conduct which

articulates the values, ethics and business principles and serves as a guide to the Company, its

directors and employees supplemented with an appropriate mechanism to report any concern

pertaining to non-adherence to the said Code. The Company is in full compliance with the

requirements of Corporate Governance under Clause 49 of the Listing Agreement with the

Indian Stock Exchanges (“the Listing Agreement”). The Company’s Depositary Programme is

listed on the New York Stock Exchange and the Company also complies with US regulations as

applicable to Foreign Private Issuers (non-US listed companies) which cast upon the Board of

Directors and the Audit Committee, onerous responsibilities to improve the Company’s

operating efficiencies. Risk management and internal control processes focus areas continue to

meet the progressive governance standards.

As a good corporate governance practice, the Company has voluntarily undertaken an Audit by

M/s Parikh & Associates, Practicing Company Secretaries, of the secretarial records and

documents for the period under review in respect of compliance with the Companies Act,

1956 (“The Act”), Listing Agreement with the Indian Stock Exchanges and the applicable

regulations and guidelines issued by Securities and Exchange Board of India.

The Company has won the “Golden Peacock Award for Excellence in Corporate Governance” for

the year 2011, in recognition of the Company’s high standard on governance processes and

practices.

BOARD OF DIRECTORS

The Board of Directors alongwith its Committees provide leadership and guidance to the

Company’s management and directs, supervises and controls the performance of the Company.

The Board currently comprises of thirteen Directors out of which eleven Directors (84.62%) are

Non-Executive Directors. The Company has a Non-Executive Chairman and the seven

Leadership with Trust

Corporate Governance 101

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Independent Directors comprise more than half the total strength of the Board. All the

Independent Directors have confirmed that they meet the ‘independence’ criteria as mentioned

under Clause 49 of the Listing Agreement.

None of the Directors on the Company’s Board is a Member of more than ten Committees and

Chairman of more than five Committees (Committees being, Audit Committee and Investors’

Grievance Committee) across all the Indian Public limited companies in which he is a Director.

All the Directors have made necessary disclosures regarding Committee positions held by

them in other companies and do not hold the office of Director in more than fifteen public

companies. None of the Directors of the Company is related to each other. All Non Executive

Directors excluding the ‘Steel’ Director (Tata Steel representative), are liable to retire by

rotation. The appointment of the Managing Directors and Executive Directors including the

tenure and terms of remuneration are also approved by the members.

The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement

is made available to the Board of Directors for discussions and consideration at Board Meetings.

The Board reviews the declaration made by the Managing Director regarding compliance

with all applicable laws on a quarterly basis as also steps taken to remediate instances of non-

compliance. The Managing Director - India Operations and Chief Financial Officer (CFO) have

certified to the Board in accordance with Clause 49 V of the Listing Agreement pertaining to

CEO and CFO certification for the Financial Year ended March 31, 2012.

During the year under review, eight Board Meetings were held on April 5, 2011, May 26, 2011,

July 15, 2011, August 10, 2011, August 11, 2011, September 20, 2011, November 14, 2011 and

February 14, 2012. The maximum time-gap between any two consecutive meetings did not

exceed four months. The composition of the Board, attendance at Board Meetings held during

the Financial Year under review and at the last Annual General Meeting, number of directorships

(including Tata Motors), memberships/chairmanships of the Board and Committees of public

companies and their shareholding as on March 31, 2012 in the Company are as follows:

Category

No. of Board

Meetings

attended

in the year

Attendance

at the

last AGM

Directorships(1)

Chairman Member

Committee positions(2)

Chairman

Shareholding

Ordinary

Shares

‘A’ Ordinary

SharesMember

Director

Identification

Number

Name of the

Director

Ratan N Tata(3) 00000001 Non-Executive Chairman 8 Yes 10 1 - - 9,36,730 1,09,180

Ravi Kant 00016184 Non-Executive, Vice Chairman 8 Yes 2 2 - 1 - -

J J Irani(4)(6) 00311104 Non-Executive 1 - 4 7 - 2 24,075 6,500

N N Wadia 00015731 Non-Executive, Independent 8 No 4 4 - - - -

S M Palia 00031145 Non-Executive, Independent 8 Yes - 7 2 5 1,500 12,500

R A Mashelkar 00074119 Non-Executive, Independent 5 Yes - 7 - 4 - -

S Bhargava 00035672 Non-Executive, Independent 8 Yes 2 7 2 4 - -

N Munjee 00010180 Non-Executive, Independent 8 Yes 3 12 4 5 - -

V K Jairath 00391684 Non-Executive, Independent 8 Yes - 2 - 2 250 -

R Sen 03043868 Non-Executive, Independent 7 Yes - 2 - - - -

Ralf Speth 03318908 Non-Executive 8 Yes - 1 - - - -

Carl-Peter Forster(5)(6) 02986480 Non-Executive 6 Yes 1 1 - - - -

P M Telang(7) 00012562 Managing Director- 8 Yes 5 7 - - 15,900 12,500

India Operations

Details of Additional Directors appointed after March 31, 2012 are as under:

Cyrus P Mistry(8) 00010178 Non-Executive NA NA - 7 - 1 - -

Ravindra Pisharody(9) 01875848 Executive Director NA NA 1 6 - 2 - 50

(Commercial Vehicles)

Satish Borwankar(9) 01793948 Executive Director - NA NA - 4 - 1 805 -

(Quality, Vendor Development

& Strategic Sourcing)

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THE COMMITTEES OF THE BOARD

The Board has constituted a set of Committees with specific

terms of reference/scope to focus effectively on the issues and

ensure expedient resolution of diverse matters. The

Committees operate as empowered agents of the Board as

per their Charter/terms of reference. Targets set by them as

agreed with the management are reviewed periodically and

mid-course corrections are also carried out. The Board of

Directors and the Committees also take decisions by the

circular resolutions which are noted at the next meeting. The

minutes of the meetings of all Committees of the Board are

placed before the Board for discussions/noting. The

relationship between the Board, the Committees and the

senior management functions as on March 31, 2012 is

illustrated below:

>>>>>Shareholders

Management

CommitteeBoard of Directors

Operations

Committee

Head

(Commercial

Vehicles)

Head

(Passenger

Car

Operations)

Head

(Passenger

Cars -

Commercial)

Head (ERC)

Managing Director - India Operations

Head (Corporate Planning)

Head (Govt. Affairs & Collaboration)

Head (PCBU - International Business)

Head (CVBU - International Business)

Chief (Strategic Sourcing)

Audit Committee

Nominations

Committee

Investors’ Grievance

Committee

Executive

Committee of Board

Remuneration

Committee

Chief

Financial

Officer

Chief Internal Auditor

cum Chief Ethic Counselor

Head (Legal)

Company Secretary

Head (Corporate Communications)

Special need based

Committees

Ethics & Compliance

Committee

Head (Human Resources)

(1) excludes Directorships in private companies, foreign companies and associations

(2) includes only Audit and Investors’ Grievance Committees

(3) besides his capacity as Non-Executive Chairman of the Company, he was also appointed as Tata Steel nominee w.e.f. August 11, 2011

(4) Tata Steel nominee - stepped down as Director w.e.f. June 2, 2011

(5) resigned as the Managing Director and Group CEO w.e.f. September 9, 2011, appointed as an Additional Director in a Non- Executive capacity w.e.f. September 9, 2011 for a period upto

March 31, 2012

(6) the memberships/chairmanships of the Board and Committees of public companies and shareholding are as of the date when they ceased to be the Directors

(7) stepped down as Director and Managing Director-India Operations w.e.f. June 21, 2012

(8) appointed as a Non-Executive Director w.e.f. May 29, 2012

(9) appointed as Executive Directors w.e.f. June 21, 2012


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AUDIT COMMITTEE

The Audit Committee functions according to its Charter that

defines its composition, authority, responsibility and reporting

functions in accordance with the Act, listing requirements

and US regulations applicable to the Company and is reviewed

from time to time. Whilst, the full Charter is available on the

Company’s website, given below is a gist of the responsibilities

of the Audit Committee:

a. Reviewing the quarterly financial statements before

submission to the Board, focusing primarily on:

Compliance with accounting standards and

changes in accounting policies and practices;

Major accounting entries involving estimates based

on exercise of judgment by Management;

Audit qualifications and significant adjustments

arising out of audit;

Analysis of the effects of alternative GAAP methods

on the financial statements;

Compliance with listing and other legal

requirements concerning financial statements;

Review Reports on the Management Discussion

and Analysis of financial condition , results of

Operations and the Directors’ Responsibility

Statement;

Overseeing the Company’s financial reporting

process and the disclosure of its financial

information, including earnings, press release, to

ensure that the financial statements are correct,

sufficient and credible; and

Disclosures made under the CEO and CFO

certification and related party transactions to the

Board and Shareholders.

b. Reviewing with the management, external auditor and

internal auditor, adequacy of internal control systems and

recommending improvements to the management.

c. Reviewing, with the management, the statement of

uses/application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement

of funds utilized for purposes other than those stated in

the offer document/ prospectus/ notice and the report

submitted by the monitoring agency monitoring the

utilisation of proceeds of a public or rights issue and

making appropriate recommendations to the Board to

take up steps in this matter.

d. Recommending the appointment/removal of the

statutory auditor, cost auditor, fixing audit fees and

approving non-audit/consulting services provided by

the statutory auditors’ firms to the Company and

its subsidiaries; evaluating auditors’ performance ,

qualifications and independence. It shall also ensure

that the cost auditors are independent, have arm’s

length relationship and are also not otherwise

disqualified at the time of their appointment or during

their tenure.

e. Reviewing the adequacy of internal audit function,

coverage and frequency of internal audit, appointment,

removal, performance and terms of remuneration of the

chief internal auditor.

f. Discussing with the internal auditor and senior

management significant internal audit findings and

follow-up thereon.

g. Reviewing the findings of any internal investigation by

the internal auditor into matters involving suspected fraud

or irregularity or a failure of internal control systems of a

material nature and report the matter to the Board.

h. Discussing with the external auditor before the audit

commences, the nature and scope of audit, as well as

conduct post-audit discussions to ascertain any area

of concern.

i. Reviewing the Company’s financial and risk management

policies.

j. Reviewing the functioning of the Whistle-Blower and

the legal compliance mechanism.

k. Reviewing the financial statements and investments

made by subsidiary companies and subsidiary oversight

relating to areas such as adequacy of the internal

audit structure and function of the subsidiaries, their

status of audit plan and its execution, key internal

audit observations, risk management and the control

environment.

l. Look into the reasons for any substantial defaults in

payment to the depositors , debenture holders ,

shareholders (in case of non-payment of declared

dividend) and creditors, if any.

m. Reviewing the effectiveness of the system for

monitoring compliance with laws and regulations.

n. Approving the appointment of CFO after assessing

the qualification, experience and background etc of

the candidate.

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During the year, the Committee reviewed key audit findings

covering operational , financial and compliance areas.

Management personnel presented their risk mitigation plan

to the Committee. It also reviewed the internal control system

in subsidiary companies, status on compliance of its obligations

under the Charter and confirmed that it fulfilled its duties and

responsibilities. The Committee through self-assessment

annually evaluates its performance. The Chairman of the Audit

Committee briefs the Board members about the significant

discussions at Audit Committee meetings.

The Committee comprises four Independent Directors, all of

whom are financially literate and have relevant finance and/or

audit exposure. Mr S M Palia is the financial expert. The quorum

of the Committee is two members or one-third of its members,

whichever is higher. The Chairman of the Audit Committee

also attended the last Annual General Meeting of the Company.

During the period under review, eight Audit Committee

meetings were held on May 24, 2011, July 12, 2011, August

10, 2011, September 8, 2011, November 11, 2011 (adjourned

to November 14, 2011), December 12, 2011, February 13,

2012 and March 15, 2012. The composition of the Audit

Committee and attendance at its meetings is as follows:

The Committee meetings are held at the Company's

Corporate Headquarters or at its plant locations and are

usually attended by the Vice Chairman, Managing Director-

India Operations, Chief Financial Officer, Chief Internal

Auditor, Statutory Auditor and Cost Auditor. The Business

and Operation Heads are invited to the meetings, as and

when required. The Company Secretary acts as the Secretary

of the Audit Committee. The Internal Audit function headed

by the Chief Internal Auditor reports to the Audit

Committee to ensure its independence.

The Committee relies on the expertise and knowledge of

management, the internal auditors and the independent

Statutory Auditor in carrying out its oversight responsibilities.

It also uses external expertise, if required. The management

is responsible for the preparation, presentation and integrity

of the Company's financial statements including consolidated

statements, accounting and financial reporting principles.

The management is also responsible for internal control over

financial reporting and all procedures are designed to ensure

compliance with accounting standards, applicable laws and

regulations as well as for objectively reviewing and evaluating

the adequacy, effectiveness and quality of the Company's

system of internal control.

Deloitte Haskins & Sells, Mumbai (Registration Number

117366W), the Company's Statutory Auditor, is responsible

for performing an independent audit of the Financial

Statements and expressing an opinion on the conformity of

those financial statements with accounting principles generally

accepted in India.

REMUNERATION COMMITTEE

The Remuneration Committee of the Company is empowered

to review the remuneration of the Managing Directors and

the Executive Directors of the Company and the CEOs of certain

significant subsidiary companies, retirement benefits to be

paid to them under the Retirement Benefit Guidelines

approved by the Board, recommending on the amount and

distribution of commission to the non-executive directors

based on criteria fixed by the Board and to deal with matters

pertaining to Employees' Stock Option Scheme, if any.

The Remuneration Committee comprises two Independent

Directors (including the Chairman of the Committee) and two

Non-Executive Directors. During the year under review, two

Remuneration Committee meetings were held on May 26,

2011 and July 15, 2011. The decisions are taken by the

Committee at meetings or by passing circular resolutions. The

composition of the Remuneration Committee and attendance

at its meeting is as follows:

Remuneration Policy

a. The remuneration of the Managing Directors and

Executive Directors of the Company and CEOs of certain

significant subsidiaries is recommended by the

Composition Meetings attended

N Munjee (Chairman) 8

S M Palia 8

R A Mashelkar 7

V K Jairath 8


N N Wadia (Chairman) 2

Ratan N Tata 2

S Bhargava 2

Ravi Kant 2


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Remuneration Committee based on criteria such as

industry benchmarks, the Company's performance vis-à-

vis the industry, responsibilities shouldered, performance/

track record, macro economic review on remuneration

packages of heads of other organisations and is decided

by the Board of Directors. The Company pays remuneration

by way of salary, perquisites and allowances (fixed

component), incentive remuneration and/or commission

(variable components) to its Managing Directors. Annual

increments are decided by the Remuneration Committee

within the salary scale approved by the Members and are

effective from April 1, every year.

b. A sitting fee of `20 ,000/- for attendance at each

meeting of the Board, Audit Committee, Executive

Committee, Remuneration Committee and Nominations

Committee and `5 ,000/- for Investors' Grievance

Committee and Ethics & Compliance Committee is paid

to its Members (excluding Managing Directors and

Executive Directors) and also to Directors attending as

Special Invitees. The sitting fees paid/payable to the

Non whole-time Directors is excluded whilst calculating

the above limits of remuneration in accordance with

Section 198 of the Act. The Company also reimburses out-

of-pocket expenses to Directors attending meetings held

at a city other than the one in which the Directors reside.

c. The remuneration by way of commission to the non-

executive directors is decided by the Board of Directors

and distributed to them based on their participation and

contribution at the Board and certain Committee

meetings as well as time spent on matters other than at

meetings. The Members had, at the Annual General

Meeting held on July 24, 2008, approved the payment of

remuneration by way of commission to the Non whole-

time directors of the Company, of a sum not exceeding

1% per annum of the net profits of the Company,

calculated in accordance with the provisions of the Act,

for a period of 5 years commencing April 1, 2008.

d. Remuneration of employees largely consists of basic

remuneration, perquisites, allowances and performance

incentives. The components of the total remuneration vary

for different employee grades and are governed by

industry patterns, qualifications and experience of the

employee, responsibilities handled by him, his individual

performances, etc. The annual variable pay of senior

managers is linked to the Company's performance in

general and their individual performance for the

relevant year is measured against specific major

performance areas which are closely aligned to the

Company's objectives.

The Directors' remuneration and sitting fees paid/payable by

the Company in respect of the Financial Year 2011-12, are

given below:

Name Sitting Fees

Ratan N Tata(1) 200 2.80

Ravi Kant (2) 100 3.70

J J Irani(3) 3 0.20

N N Wadia 40 2.60

S M Palia 60 3.90

R A Mashelkar 30 2.40

N Munjee 72 3.80

S Bhargava 40 2.40

V K Jairath 32 3.30

R Sen 23 1.80

R Speth(4) - -

Carl-Peter Forster(5) - 0.40

(1) Apart from the above, Mr Ratan N. Tata, who was formerly the ExecutiveChairman of the Company is paid/provided `27.33 lakhs as retirementbenefits as per Company’s policy.

(2) Mr Ravi Kant, who was formerly the Managing Director of the Companyis paid/provided `58.50 lakhs as retirement benefits as per Company’s policy.As advisor to the Company for overseeing Jaguar Land Rover operations ofthe Company, Mr Ravi Kant is entitled to a fee equivalent to GB£ 75,000 p.a.and use of a Company car. Both of these are not included in the above.

(3) Ceased to be a Director w.e.f. June 2, 2011.

(4) Dr Ralf Speth is a Non-Executive Director and is not paid any commissionor sitting fees for attending Board meetings of the Company in view of hisappointment as Chief Executive Officer and Director of Jaguar Land RoverPLC.

(5) Appointed as an Additional Director in a Non- Executive capacity w.e.f.September 9, 2011 for a period upto March 31, 2012.

Non-Executive Directors

Commission

(` in Lakhs)

Managing & Executive Directors

Terms of appointment and remuneration

1. Mr P M Telang was appointed as Managing Director –

India Operations from June 2, 2009 till June 21, 2012 and

stepped down as Managing Director – India Operations

and Director w.e.f. June 21, 2012. Mr Ravindra Pisharody

and Mr Satish Borwankar were appointed as Executive

Directors w.e.f. June 21, 2012 for a period of 5 years.

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2. As per the terms of appointment, the remuneration of

Managing Directors and Executive Directors comprises

of (a) salary: upto a maximum salary of `6,75,000 per

month for Mr Telang and `7,00,000 per month for the

Executive Directors with authority to the Board or a

Committee thereof to fix the salary within the said

maximum amount. The annual increments would be

effective April 1, every year, as may be decided by the

Board, based on merit and taking into account the

Company’s performance; (b) incentive remuneration, if

any, and/or commission based on certain performance

criteria to be laid down by Board; (c) benefits, perquisites

and allowances as may be determined by the Board from

time to time.

3. The Contracts with the Executive Directors may be

terminated by either party giving the other party six

months’ notice or the Company paying six months’ salary

in lieu thereof. There is no separate provision for payment

of Severance fees.

4. The appointment and terms of remuneration of the

Managing Director and Executive Directors are subject

to approval of the members and attention is drawn to

the respective items in the notice of the forthcoming

Annual General Meeting.

The Remuneration paid to the Managing Directors in FY 2011-

12 is as under: (` in Lakhs)

been approved by the Members of the Company, offering

special retirement benefits including pension, ex-gratia,

medical and other benefits. In addition to the above, the retiring

Managing Directors is entitled to residential accommodation

or compensation in lieu of accommodation on retirement.

The quantum and payment of the said benefits are subject to

an eligibility criteria of the retiring director and is payable at

the discretion of the Board in each individual case on the

recommendation of the Remuneration Committee.

INVESTORS’ GRIEVANCE COMMITTEE

The Investors’ Grievance Committee comprises two

Independent Directors (including the Chairman of the

Committee) and one Non-Executive Director. The Investors’

Grievance Committee of the Board is empowered to oversee

the redressal of investors’ complaints pertaining to share/

debenture transfers, non-receipt of annual reports, interest/

dividend payments, issue of duplicate certificates, transmission

(with and without legal representation) of shares and

debentures matters pertaining to Company’s fixed deposit

programme and other miscellaneous complaints. During the

year under review, a meeting of the Committee was held on

August 11, 2011. The composition of the Investors’ Grievance

Committee and attendance at its meeting is as follows:

Compliance Officer

Mr H K Sethna, Company Secretary, who is the Compliance

Officer, can be contacted at: Tata Motors Limited, Bombay House,

24, Homi Mody Street, Mumbai - 400 001, India.

Tel: 91 22 6665 8282, 91 22 6665 7824 / Fax: 91 22 6665 7260

Email: [email protected].

Complaints or queries relating to the shares can be forwarded

to the Company’s Registrar and Transfer Agents – M/s TSR

Darashaw Ltd. at [email protected] , whereas

complaints or queries relating to the public fixed deposits

can be forwarded to the Registrars to the Fixed Deposits

Scheme – M/s TSR Darashaw Ltd. at [email protected].

The status on the total number of investors’ complaints during

FY 2011-12 is as follows:

Name P M Telang Carl-Peter Forster

Salary 72.00 174.50

Perquisites & 59.92 (1) 2,201.24 (2)

Allowances

Commission 250 (3) -

Retirement 19.44 20.94

Benefits(4)

(1) Includes leave encashment(2) Includes termination payment of ̀ 1,409.35 lakhs, Mr Forster stepped down as

Managing Director & CEO w.e.f. September 9, 2011(3) Payable in FY 2012-13(4) Excludes provision for encashable leave and gratuity as separate actuarial

valuation is not available

Retirement Policy for Directors

The Company has adopted the Guidelines for retirement age

wherein Managing and Executive Directors retire at the age

of 65 years whilst the Non-Executive Directors retire at the

age of 75 years. The Company has also adopted a Retirement

Policy for Managing and Executive Directors which has also


S M Palia (Chairman) 1

Ravi Kant 1

V K Jairath 1


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Type Nos.

Complaints regarding non-receipt of

dividend/interest, shares lodged for transfer 161

Complaints received from the shareholders

through SEBI and other statutory bodies

and resolved 53

Complaints redressed out of the above 212

Pending complaints as on 31.3.2012 2*

Other Queries received from shareholders

and depositors and replied 19163

All letters received from the investors are replied to and the

response time for attending to investors’ correspondence

during FY2011-12 is shown in the following table:

Number %

Total number of correspondence

received during 2011-2012 19377 100

Replied within 1 to 4

days of receipt 12327 63.62





Replied after 15

days of receipt(1) 85 0.44

Received in last week

of March 2012 and

replied in April 2012 97 0.50

There were 8 pending share transfers pertaining to the

Financial Year ended March 31, 2012, which were received in

last week of March 2012. Out of the total number of complaints

mentioned above, 69 complaints pertained to letters received

through Statutory/Regulatory bodies and those related to

Court/Consumer forum matters, fraudulent encashment and

non-receipt of dividend amounts.

TSR Darashaw Limited (TSRDL), the Company’s Registrar and

Transfer Agents, are also the Registrar for the Company’s Fixed

Deposits Scheme (FD). TSRDL is the focal point of contact for

investor services in order to address various FD related matters

mainly including repayment / revalidation, issue of duplicate

FD receipts / warrants, TDS certificates, change in bank details/

address and PAN corrections. In view of increase in the

correspondence, TSRDL have increased their investor interface

strength (telephone and counter departments), and have taken

other steps for rendering speedy and satisfactory services to

the FD holders.

On recommendations of the Investors’ Grievance Committee,

the Company has taken various investor friendly initiatives like

organising Shareholders’ visit to Company Works at Pune,

sending reminders to investors who have not claimed their

dues, sending nominations forms etc.

On the recommendation of the Investors‘ Grievance

Committee, a survey on Shareholders’ satisfaction was

conducted in December 2011/January 2012 to assess service

quality delivery to its shareholders. 2287 shareholders

responded to the survey. Overall the Company was rated high

on all aspects with 7 out of 10 investors expressing delight-

rating a perfect ‘5’ on the 5 point scale across various

parameters measured in the survey. Placed below are the

graphs depicting satisfaction levels on various parameters of

service/quality related to the Investor interface with the

Company.

* SEBI complaints were replied within 1-15 days but the same have been reflectedas unresolved as on March 31, 2012, as per the condition for complete resolution

defined by SEBI.

(1) These correspondence pertained to court cases which involved retrieval of case

files, cases involving retrieval of very old records, co-ordination with the Company

Advocates etc, partial documents awaited from the Investors, cases involving

registration of legal documents, executed documents received for issue of

duplicate certificates and transmission of shares without legal representation

which involved checking of the documents, sending notices to Stock Exchange

and issue of duplicate certificates/transmission of shares after approval from the

Company. However, all these cases have been attended to within the statutory

limit of 30 days.

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OTHER COMMITTEES

The Executive Committee of Board reviews capital and

revenue budgets, long-term business strategies and plans, the

organizational structure of the Company, real estate and

investment transactions , allotment of shares and/or

debentures , borrowing and other routine matters. The

Committee also discusses the matters pertaining to legal cases,

acquisitions and divestment , new business forays and

donations. During the year under review, three Committee

meetings were held on September 8, 2011, January 16, 2012

and March 20, 2012. The Executive Committee of Board

comprises three Independent Directors, two Non-Executive

Directors and one Executive Director.

The Board, at its meeting held on May 29, 2012, appointed

Mr Cyrus P Mistry as Member of the Committee.

The Executive Committee of the Board formed a Donations

Committee in September 2003 and a Corporate Social

Responsibility (CSR) Committee in January 2006, comprising

the Managing Director and the Senior Management which

meets from time to time to fulfill the community and social

responsibilities of its stakeholders.

The Nominations Committee of the Board was constituted

with the objective of identifying independent directors to be

inducted on the Board and to take steps to refresh the

constitution of the Board from time to time. During the year

under review, a meeting was held on May 26, 2011 and

attended by all the members. The Nominations Committee

comprises Mr N N Wadia as the Chairman, Mr Ratan N Tata,

Mr Ravi Kant and Mr S M Palia.


S M Palia (Chairman) 1

Ravi Kant 1

V K Jairath 1

Mr C Ramakrishnan, Chief Financial Officer, acts as the

Compliance Officer under the said Code. Apart from the above,

the Board of Directors also constitutes Committee(s) of Directors

with specific terms of reference, as it may deem fit.

Code of Conduct: Whilst the Tata Code of Conduct is applicable

to all Whole-time Directors and employees of the Company,

the Board has also adopted a Code of Conduct for Non-

Executive Directors, both of which are available on the

Company’s website. All the Board members and senior

management of the Company as on March 31, 2012 have

affirmed compliance with their respective Codes of Conduct.

A Declaration to this effect, duly signed by the Managing

Director is annexed hereto.

SUBSIDIARY COMPANIES

The Company does not have any material non-listed Indian

subsidiary company and hence, it is not required to have an

Independent Director of the Company on the Board of such

subsidiary company. The Audit Committee also has a meeting

wherein the CEO and CFO of the subsidiary companies make

a presentation on significant issues in audit, internal control,

risk management , etc. Significant issues pertaining to

subsidiary companies are also discussed at Audit Committee

meetings of the Company. Apart from disclosures made in

the Directors’ Report, there were no strategic investments

* Ceased to be a Member w.e.f. June 2, 2011

** Appointed as a member w.e.f. January 23, 2012*** Ceased to be a member w.e.f. September 9, 2011

# Ceased to be a Member w.e.f. June 21, 2012

The composition of the Executive Committee of Board and

attendance at meetings is given hereunder:


Ratan N Tata (Chairman) 3

Ravi Kant 3

J J Irani* -

N N Wadia 2

N Munjee 3

S Bhargava** 1

Carl-Peter Forster*** -

P M Telang# 3

The Ethics and Compliance Committee was constituted to

formulate policies relating to the implementation of the Tata

Code of Conduct for Prevention of Insider Trading (the Code),

take on record the monthly reports on dealings in securities

by the “Specified Persons” and decide penal action in respect

of violations of the applicable regulations/the Code. During

the year under review, a meeting of the Committee was held

on August 11, 2011. The composition of the Ethics and

Compliance Committee and attendance at meetings, is

given hereunder:

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GENERAL BODY MEETINGS

Special

Date Year Resolutions

Passed

August 12, 2011 2010-2011 NIL

September 1, 2010 2009-2010 NIL

August 25, 2009 2008-2009 NIL

Venue : Birla Matushri Sabhagar,19, Sir Vithaldas Thackersey Marg,

Mumbai - 400 020

Time : 3:00 p.m.

All resolutions moved at the last Annual General Meeting were

passed by a show of hands by the requisite majority of

members attending the meeting. None of the items to be

transacted at the ensuing meeting is required to be passed

by postal ballot.

DISCLOSURES

Details of related party transactions entered into by the

Company are included in the Notes to Accounts. Material

individual transactions with related parties are in the

normal course of business on an arm’s length basis and do

not have potential conflict with the interests of the

Company at large. Transactions with related parties entered

into by the Company in the normal course of business are

placed before the Audit Committee.

As at March 31, 2012, deposits held by the Directors of the

Company amounted to `52 lacs which were placed at the

rate of interest which is as applicable to the public,

employees and shareholders as per the terms of the fixed

deposit scheme.

The Company has complied with various rules and

regulations prescribed by stock exchanges, Securities and

Exchange Board of India or any other statutory authority

relating to the capital markets during the last 3 years.

No penalties or strictures have been imposed by them

on the Company.

In October 2010, the Company raised `3,351.01 crores

through Qualified Institutions Placement route (QIP),

which had been fully utilized for the purpose specified in

the offer document, as on March 31, 2012. Details of this

issue and end use were provided to the Audit Committee

on a quarterly basis.

The Audit Committee and the Board have adopted a

Whistle-Blower Policy which provides a formal mechanism

for all employees of the Company to approach the

Management of the Company (Audit Committee in

case where the concern involves the Senior Management)

and make protective disclosures to the Management

about unethical behaviour, actual or suspected fraud

or violation of the Company’s Code of Conduct or ethics

policy. The disclosures reported are addressed in the

manner and within the time frames prescribed in the

Policy. The Company affirms that no employee of the

Company has been denied access to the Audit Committee.

The status of compliance in respect of non-mandatory

requirements of Clause 49 of Listing Agreement is as

follows:

CCCCChairhairhairhairhairman of the Bman of the Bman of the Bman of the Bman of the Boaroaroaroaroard:d:d:d:d: The Non-Executive Chairman

maintains a separate office, for which the Company does not

reimburse expenses.

At its meeting held on July 25, 2006, the Board of Directors

has adopted the Revised Guidelines (2006) regarding the

retirement age of Directors. In line with best practice to

continuously refresh the Board’s membership, the Board is

encouraged to seek a balance between change and continuity.

A tenure of 9 years may be considered a threshold for granting

further tenure for independent directors based, inter alia, on

the merit and contribution of each Director. The Nomination

Committee takes into consideration criteria such as

qualifications and expertise whilst recommending induction

of non-executive directors on the Board.

Remuneration Committee: Details are given under the

heading “Remuneration Committee”.

Shareholder Rights: Details are given under the heading

“Means of Communications”.

made by the Company’s non-listed subsidiaries during the year

under review.

The minutes of the subsidiary companies are placed before

the Board of Directors of the Company and the attention of

the Directors is drawn to significant transactions and

arrangements entered into by the subsidiary companies. The

performance of its subsidiaries is also reviewed by the

Board periodically.


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Audit Qualifications: During the year under review, there

was no audit qualification in the Auditors’ Report on the

Company’s financial statements. The Company continues to

adopt best practices to ensure a regime of unqualified financial

statements.

Training of Board Members: The Directors interact with the

management in a very free and open manner on information

that may be required by them. Orientation and factory visits

are arranged for new Directors. The Independent Directors

are encouraged to attend training programmes that may be

of relevance and interest to the Directors in discharging their

responsibilities to the Company’s stakeholders.

Mechanism for evaluating non-executive Board members:

The performance evaluation of non-executive members is

done by the Board annually based on criteria of attendance

and contributions at Board/Committee Meetings as also for

the role played other than at Meetings.

Whistle Blower Mechanism: The Company has adopted a

Whistle-Blower Policy. Please refer to ‘DISCLOSURES’ given above.

MEANS OF COMMUNICATION

The Quarterly, Half Yearly and Annual Results are regularly

submitted to the Stock Exchanges in accordance with the

Listing Agreement and are generally published in Indian

Express, Financial Express and Loksatta (Marathi). The information

regarding the performance of the Company is shared with

the shareholders every six months through a half yearly

communiqué and the Annual Report. The official news releases,

including on the quarterly and annual results and presentations

made to institutional investors and analysts are also posted on

the Company’s website www.tatamotors.com.

The ‘Investors’ section on the Company’s website keeps the

investors updated on material developments in the Company

by providing key and timely information like Financial Results,

Annual Reports, Shareholding Pattern, presentations made to

Analysts etc. A brief profile of Directors is also on the Company‘s

website. Members also have the facility of raising their queries/

complaints on share related matters through a facility provided

on the Company’s website.

The Annual Report, Quarterly Results, Shareholding Pattern of

the Company are posted through Corporate Filing and

Dissemination System (CFDS), a portal to view information

filed by listed companies. Also, Corporate Governance Report

and Shareholding Pattern of the Company are filed with

National Stock Exchange of India Limited through

NSE Electronic Application Processing System (NEAPS). Hard

copies of the said disclosures and correspondence are also

filed with the Stock Exchanges.

Green Initiative:

In support of the “Green Initiative” undertaken by Ministry of

Corporate Affairs , the Company had during the year

2010-11 sent various communications including the Annual

Report, intimation of dividend, Shareholders’ Satisfaction

Survey Form and Half Yearly Communiqué by email to those

shareholders whose email addresses were made available to

the depositories or the Registrar and Transfer Agents. Physical

copies were sent to only those shareholders whose email

addresses were not available and for the bounced email cases.

However, in view of the recently amended Listing Agreement

with the Stock exchanges , companies can send soft

copies of the Annual Reports to all those shareholders who

have registered their email address for the said purpose.

However, the Company has not made much progress as

not many shareholders have opted for this mode of

communication.

As a responsible citizen, your Company strongly urges

you to support the Green Initiative by giving positive

consent by registering/updating your email addresses

with the Depositories Participants or the Registrar and

Transfer Agents for receiving soft copies of various

communications including the Annual Reports.

GENERAL INFORMATION FOR MEMBERS

The Company is registered with the Registrar of Companies,

Mumbai, Maharashtra. The Corporate Identity Number (CIN)

allotted to the Company by the Ministry of Corporate Affairs

(MCA) is L28920MH1945PLC004520.

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International Listing

There are two separate programs for the Company’s Depositary

Receipts.

- The American Depositary Shares (ADSs) through the

conversion of its International Global Depositary Shares

into American Depositary Shares (ADSs) are listed on the

New York Stock Exchange (NYSE) since September 27,

2004.

- The Global Depositary Shares (GDSs) issued in October

2009 are listed on the Luxembourg Stock Exchange since

then. The said GDSs are also traded on London Stock

Exchange on IOB platform. Please also refer to the section

on ‘Outstanding Depositary Receipts and Convertible

Instruments’ for details pertaining to international listing

of Foreign Currency Convertible Notes.

The following are the details of the Company’s ADSs/GDSs:

Financial Calendar (Tentative)

Financial Year ending March 31

Results for the Quarter ending

June 30, 2012 On or before August 14, 2012

September 30, 2012 On or before November 14, 2012

December 31, 2012 On or before February 14, 2013

March 31, 2013 On or before May 30, 2013

Listing

The Company’s securities are listed on the BSE Ltd. (BSE) and

National Stock Exchange of India Ltd. (NSE).

The following are the details of the Company’s shares:

Annual General Meeting

Date and Time Friday , August 10 , 2012 at

3:00 p.m.

Venue Birla Matushri Sabhagar, 19 ,

Sir Vithaldas Thackersey Marg,

Mumbai 400 020

Date of Book Closure Friday, July 20 to Friday, August

10, 2012 (both days inclusive)

Dividend Payment Date August 14, 2012. The Dividend

warrants will be posted/dividend

amount will be remitted into the

shareholders account on or after

August 14, 2012

Type ADS

Stock Exchange New York SE,

& Address 20 Broad Street

New York,

NY 100 005

Ticker Symbol TTM

Description Common Shares

ISIN US8765685024

CUSIP 876568502

SEDOL B02ZP96

GDS

Luxembourg SE,

11, Avenue de

la porte- Neuve,

L - 2227,

Luxembourg.

TTMT LX

Common Shares

US8765686014

876568601

B4YT1P2

NSE

“Exchange Plaza”

Bandra Kurla Complex,

Bandra (E),

Mumbai 400 051

www.nseindia.com

BSE

Phiroze Jeejeebhoy

Towers, Dalal

Street

Mumbai 400 001

www.bseindia.com

* New ISINs allotted by National Securities Depository Limited on Sub-division of face value of the Shares of the Company from ` 10/- to ̀ 2/- each.

Type ISIN * Stock Code Address Stock Code Address

Ordinary Shares IN155A01022 500570 TATAMOTORS

‘A’ Ordinary Shares IN9155A01020 570001 TATAMTRDVR

For details on listings of Non-Convertible Debentures on the

Wholesale Debt market segment of the NSE, please refer to

‘Outstanding Securities’ section of this Report.


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Two-way Fungibility of Depositary Receipts

The Company offers foreign investors a limited facility for

conversion of Ordinary Shares into American Depositary

Receipts/Global Depository Receipts within the limits

permissible for two-way Fungibility, as announced by the

Reserve Bank of India vide its operative guidelines for the

limited two way fungibility under the “Issue of Foreign Currency

Convertible Bond and Ordinary Shares (through Depository

Receipt Mechanism) Scheme , 1993”, circular dated

February 13, 2002.

Payment of Listing Fees

The Company has paid Annual Listing fees for FY 2012-13 to

all the Stock Exchanges (both domestic and international)

where the Company’s securities are listed.

Market Information

Market price data - monthly high/low of the closing price and

trading volumes on BSE/NSE depicting liquidity of the

Company’s Ordinary Shares and ‘A’ Ordinary Shares on the said

exchanges is given hereunder:-

The Performance of the Company’s Stock Price vis-à-vis Sensex, Auto Index, ADR and GDR:

Apr-11 1295.05 1203.30 4488031 1,298.70 1,201.30 27229616 711.50 673.50 2574103 711.20 673.45 6997214

May-11 1228.55 1078.15 8129852 1,225.35 1,077.35 49439105 704.50 610.95 1624880 704.70 612.10 10371636

Jun-11 1079.45 930.25 9077883 1,079.90 931.00 54260480 624.55 530.75 1698215 623.90 530.10 10762198

Jul-11 1063.95 947.40 5064329 1068.10 948.10 40312158 595.45 541.10 4361503 595.45 539.05 12108645

Aug-11 960.30 699.20 10403186 961.50 698.50 68950520 545.75 402.65 2507062 546.95 401.65 11960052

Sep-11* 788.95 139.65 39594376 790.65 139.60 243198046 462.15 83.45 3466085 462.90 83.40 22710963

Oct-11 206.20 147.25 48452466 206.80 146.70 295815107 111.00 81.60 5967020 111.05 81.65 44768463

Nov-11 193.50 161.45 59023249 193.45 161.55 342234796 103.40 86.80 5253742 103.40 86.90 39790207

Dec-11 191.60 172.25 45479837 191.90 172.40 280697077 100.95 85.15 4167245 101.15 85.50 30281089

Jan-12 243.60 183.80 48836247 243.75 183.95 350026365 118.75 87.90 5937663 118.65 88.00 54295353

Feb-12 286.40 246.10 51373748 287.85 246.45 332490346 154.05 118.20 11457320 153.85 118.10 104004643

Mar-12 289.40 266.00 33381894 290.45 267.00 247755144 167.95 143.50 27386742 168.05 143.55 138660227

MonthMonthMonthMonthMonth

Ordinary SharesOrdinary SharesOrdinary SharesOrdinary SharesOrdinary Shares ‘‘‘‘‘AAAAA’’’’’ Or Or Or Or Ordinardinardinardinardinary Sy Sy Sy Sy Sharharharharhareseseseses

B S EB S EB S EB S EB S E N S EN S EN S EN S EN S E B S EB S EB S EB S EB S E N S EN S EN S EN S EN S E

HighHighHighHighHigh(((((` )))))

L o wL o wL o wL o wL o w(((((` )))))

No. ofNo. ofNo. ofNo. ofNo. ofSharesSharesSharesSharesShares

H i g hH i g hH i g hH i g hH i g h(((((` )))))









* The face value of shares of the Company sub-divided to face value of ̀ 2/- each and was effective for all trade done on and from Ex-Date i.e. September 12, 2011.

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Registrar and Transfer Agents

For share related matters , Members are requested to

correspond with the Company’s Registrar and Transfer Agents

- M/s TSR Darashaw Limited quoting their folio no./DP ID &

Client ID at the following addresses:

1. For transfer lodgement, delivery and correspondence : TSR

Darashaw Limited, Unit: Tata Motors Limited, 6-10, Haji

Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road,

(Nr. Famous Studios) Mahalaxmi, Mumbai - 400 011.

Tel: 022-6656 8484; Fax: 022- 6656 8494;

e-mail : [email protected];

website:www.tsrdarashaw.com

2. For the convenience of investors based in the following cities,

transfer documents and letters will also be accepted at the

following branches/agencies of TSR Darashaw Limited:

(i) Bangalore: 503, Barton Centre, 5th Floor, 84,

Mahatma Gandhi Road, Bangalore - 560 001.

Tel: 080 - 25320321, Fax: 080 - 25580019,

e-mail: [email protected]

(ii) Jamshedpur: Bungalow No.1, “E” Road, Northern Town,

Bistupur, Jamshedpur - 831 001.

Tel: 0657 - 2426616, Fax: 0657 - 2426937,

email : [email protected]

(iii) Kolkata: Tata Centre, 1st Floor, 43,

Jawaharlal Nehru Road, Kolkata - 700 071.

Tel: 033 - 22883087, Fax: 033 - 22883062,


(iv) New Delhi: Plot No.2/42, Sant Vihar, Ansari Road,

Daryaganj, New Delhi - 110 002.

Tel : 011 - 23271805, Fax : 011 - 23271802,

e-mail : [email protected]

(v) Ahmedabad: Agent of TSRDL - Shah Consultancy

Services Pvt Limited: 3-Sumathinath Complex,

Pritam Nagar Akhada Road, Ellisbridge,

Ahmedabad -380 006.

Tel: 079-2657 6038,


For Fixed Deposits, the investors are requested to correspond

with the Registrars to the Fixed Deposits Scheme - TSR

Darashaw Limited at the same addresses as mentioned

above or send an e-mail at [email protected].

Tel : 022-66178575 to 66178579

Share Transfer System

Securities lodged for transfer at the Registrar’s address are

normally processed within 15 days from the date of lodgement,

if the documents are clear in all respects. All requests for

dematerialization of securities are processed and the

confirmation is given to the depositories within 15 days. Senior

Executives of the Company are empowered to approve transfer

of shares and debentures and other investor related matters.

Grievances received from investors and other miscellaneous

correspondence on change of address, mandates, etc. are

processed by the Registrars within 15 days.

Reconciliation of Share Capital Audit/ Compliance of Share

Transfer Formalities

Pursuant to Clause 47(c) of the Listing Agreement with the

Stock Exchanges, certificates, on half-yearly basis, have been

issued by a Company Secretary-in-Practice for due

compliance of share transfer formalities by the Company.

A Company Secretary-in-Practice carried out a

Reconciliation of Share Capital Audit to reconcile the total

admitted capital with NSDL and CDSL and the total issued

and listed capital. The audit confirms that the total issued/

paid up capital is in agreement with the aggregate of the

total number of shares in physical form and the total

number of shares in dematerialised form (held with NSDL

and CDSL).

(in US $)

* Each Depositary Receipt represents 5 underlying Ordinary Shares of face value of

`2/- each w.e.f. September 14, 2012.

The monthly high and low of the Company’s ADRs and GDRs

is given below:

ADRs

Month High Low Month High Low

Apr-11 28.58 26.89 Oct-11 21.34 15.00

May-11 27.26 24.23 Nov-11 19.52 15.41

Jun-11 23.50 21.10 Dec-11 18.59 15.94

Jul-11 24.05 21.26 Jan-12 24.08 18.11

Aug-11 21.50 15.46 Feb-12 28.14 24.98

Sept-11* 17.10 14.89 Mar-12 28.87 26.22

GDRs

Month High Low Month High Low

Apr-11 29.32 27.05 Oct-11 21.17 14.78

May-11 27.71 24.11 Nov-11 19.63 15.51

Jun-11 24.09 20.73 Dec-11 18.71 16.13

Jul-11 23.91 21.46 Jan-12 24.64 18.25

Aug-11 21.79 15.15 Feb-12 29.03 25.05

Sept-11* 17.32 14.65 Mar-12 28.90 26.19

(in US $)


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Promoters and *937056205 34.82 *187471466 34.83 (0.01) 18600448 3.86 18210330 18.90 (15.04)Promoter Group

Mutual Funds and 44355749 1.65 7547665 1.40 0.25 182545509 37.88 24146102 25.06 12.81Unit Trust of India

Government 315505382 11.72 63584927 11.81 (0.09) 44883879 9.31 8586280 8.91 0.40Companies,Financial Institutions,Banks and Insurancecos.

Foreign Institutional 743765001 27.63 127020938 23.60 4.03 188323828 39.08 38650993 40.12 (1.04)Investors

NRIs, Foreign 454827555 16.90 113434533 21.07 (4.17) 2920334 0.60 573162 0.60 0.00companies andADRs/GDRs

Others 196103563 7.28 39212755 7.29 (0.01) 44659117 9.27 6174839 6.41 2.86

TTTTTotalotalotalotalotal 2 6 9 1 6 1 3 4 5 52 6 9 1 6 1 3 4 5 52 6 9 1 6 1 3 4 5 52 6 9 1 6 1 3 4 5 52 6 9 1 6 1 3 4 5 5 1 0 01 0 01 0 01 0 01 0 0 5 3 8 2 7 2 2 8 45 3 8 2 7 2 2 8 45 3 8 2 7 2 2 8 45 3 8 2 7 2 2 8 45 3 8 2 7 2 2 8 4 1 0 01 0 01 0 01 0 01 0 0 4 8 1 9 3 3 1 1 54 8 1 9 3 3 1 1 54 8 1 9 3 3 1 1 54 8 1 9 3 3 1 1 54 8 1 9 3 3 1 1 5 1 0 01 0 01 0 01 0 01 0 0 9 6 3 4 1 7 0 69 6 3 4 1 7 0 69 6 3 4 1 7 0 69 6 3 4 1 7 0 69 6 3 4 1 7 0 6 1 0 01 0 01 0 01 0 01 0 0

Shareholding Pattern as on March 31, 2012Shareholding Pattern as on March 31, 2012Shareholding Pattern as on March 31, 2012Shareholding Pattern as on March 31, 2012Shareholding Pattern as on March 31, 2012

CategoryCategoryCategoryCategoryCategory

Ordinary SharesOrdinary SharesOrdinary SharesOrdinary SharesOrdinary Shares ‘‘‘‘‘AAAAA’’’’’ Or Or Or Or Ordinardinardinardinardinary Sy Sy Sy Sy Sharharharharhareseseseses

As onAs onAs onAs onAs onMarch 31, 2012March 31, 2012March 31, 2012March 31, 2012March 31, 2012



AAAAAs ons ons ons ons on

March 31, 2011March 31, 2011March 31, 2011March 31, 2011March 31, 2011

No. ofNo. ofNo. ofNo. ofNo. ofs h a r e ss h a r e ss h a r e ss h a r e ss h a r e s( F a c eF a c eF a c eF a c eF a c e

value ofvalue ofvalue ofvalue ofvalue of`̀̀̀̀2/- each)2/- each)2/- each)2/- each)2/- each)

%%%%%



%%%%%

vvvvvariancearianceariancearianceariance

12 v/s 1112 v/s 1112 v/s 1112 v/s 1112 v/s 11%%%%%

NNNNNo. ofo. ofo. ofo. ofo. of

s h a r e ss h a r e ss h a r e ss h a r e ss h a r e s( F a c eF a c eF a c eF a c eF a c evalue ofvalue ofvalue ofvalue ofvalue of

`̀̀̀̀2/- each)2/- each)2/- each)2/- each)2/- each)

%%%%%



%%%%%

vvvvvariancearianceariancearianceariance

12 v/s 1112 v/s 1112 v/s 1112 v/s 1112 v/s 11

%%%%%

*Out of the Promoter holding, 7,85,00,000 shares of face value of `2/- each (March 31, 2011 – 4,40,00,000 shares of face value of `10/-each) aggregating 2.92% (March 31, 2011 – 8.17% ) of the paid-up capital were pledged. TATA AIG LIFE INSURANCE COMPANY LIMITED,which holds 5,473,110 Ordinary Shares representing 0.20% of the paid up Ordinary Share Capital of the Company is not considered partof Promoter Group as on March 31, 2012 and is included under the head ‘Government Companies, Financial Institutions, Banks andInsurance Companies.”

Distribution of shareholding as on March 31, 2012Distribution of shareholding as on March 31, 2012Distribution of shareholding as on March 31, 2012Distribution of shareholding as on March 31, 2012Distribution of shareholding as on March 31, 2012

Ordinary SharesOrdinary SharesOrdinary SharesOrdinary SharesOrdinary Shares

No. of ShareNo. of ShareNo. of ShareNo. of ShareNo. of Sharesssss No. of shareholdersNo. of shareholdersNo. of shareholdersNo. of shareholdersNo. of shareholders

No. ofNo. ofNo. ofNo. ofNo. of PhysicalPhysicalPhysicalPhysicalPhysical DematDematDematDematDemat % of% of% of% of% of No. ofNo. ofNo. ofNo. ofNo. of PhysicalPhysicalPhysicalPhysicalPhysical DematDematDematDematDemat % of% of% of% of% ofsharessharessharessharesshares form (%)form (%)form (%)form (%)form (%) form (%)form (%)form (%)form (%)form (%) CapitalCapitalCapitalCapitalCapital HoldersHoldersHoldersHoldersHolders form (%) form (%) form (%) form (%) form (%) form (%) form (%) form (%) form (%) form (%) Capital Capital Capital Capital Capital

1 - 500 41192376 0.26 1.27 1.53 327192 10.48 70.85 81.33

501 - 1000 23361193 0.20 0.66 0.86 31003 1.88 5.83 7.71

1001 - 2000 31155790 0.26 0.89 1.15 21456 1.24 4.10 5.34

2001 - 5000 48187000 0.33 1.46 1.79 15518 0.74 3.11 3.85

5001 - 10000 28156723 0.16 0.89 1.05 4032 0.16 0.85 1.01

Above 10000 2519560373 0.33 93.28 93.61 3040 0.08 0.68 0.76

TTTTTotalotalotalotalotal 26916134552691613455269161345526916134552691613455 1.551.551.551.551.55 98.4598.4598.4598.4598.45 100100100100100.00.00.00.00.00 402241402241402241402241402241 14.5814.5814.5814.5814.58 85.4285.4285.4285.4285.42 100.00100.00100.00100.00100.00

Range of Share Range of Share Range of Share Range of Share Range of Sharesssss

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Top shareholders (holding in excess of 1% of capital) as on March 31, 2012

'A' Ordinary Shares

Range of SharesNo. of Shares No. of shareholders

No. of Physical Demat % of No. of Physical Demat % of

shares form (%) form (%) Capital Holders form (%) form (%) Capital

1 - 500 5528952 0.03 1.12 1.15 36016 2.47 74.76 77.23

501 - 1000 3306600 0.01 0.67 0.68 4161 0.16 8.76 8.92

1001 - 2000 3617076 0.01 0.74 0.75 2476 0.06 5.25 5.31

2001 - 5000 7252259 0.01 1.50 1.51 2206 0.02 4.71 4.73

5001 -10000 5814434 0.00 1.21 1.21 774 0.00 1.66 1.66

Above 10000 456413794 0.00 94.70 94.70 1002 0.00 2.15 2.15

Total 481933115 0.06 99.94 100.00 46635 2.71 97.29 100.00

‘A’ Ordinary Shares

Name of Shareholder No. of % to paid-

shares held up capital

HDFC Trustee Company Limited - 32,137,761 6.67

HDFC TOP 200 FUND


HDFC EQUITY FUND

PCA India Equity Open Limited 17,264,090 3.58

Barclays Capital Mauritius Limited 16,359,515 3.39

Tata Sons Limited 12,489,493 2.59


HDFC PRUDENCE FUND

Birla Sun Life Insurance Company Limited 11,317,685 2.35

Swiss Finance Corporation (Mauritius) Limited 9,933,278 2.06

Copthall Mauritius Investment Limited 9,240,543 1.92

SBI Mutual Fund - Magnum Tax Gain 1993 8,525,678 1.77

Dragon Peacock Investments Limited 8,294,025 1.72

Bajaj Allianz Life Insurance Company Ltd. 7,834,500 1.63

HDFC Trustee Company Limited -

HDFC TAX SAVERFUND 6,685,418 1.39

Blackrock India Equities Fund

(Mauritius) Limited 6,147,850 1.28

SBIMF Magnum Sector Fund Umbrella Contra 5,972,099 1.24

Government Pension Fund Global 5,845,425 1.21

ICICI Prudential Dynamic Plan 5,450,409 1.13

Robeco Capital Growth Funds 4,869,999 1.01

Government Of Singapore 4,863,129 1.01

DSP Blackrock Top 100 Equity Fund 4,839,630 1.00

Dematerialisation of shares

The electronic holding of the shares as on March 31, 2012

through NSDL and CDSL are as follows:

Particulars

2012 2011 2012 2011

NSDL 97.28 97.34 96.59 98.78

CDSL 1.17 0.88 3.35 1.15

Total 98.45 98.22 99.94 99.93

Ordinary

Shares (%)

‘A’ Ordinary

Shares (%)

Ordinary Shares

Name of Shareholder No. of % to paid-

shares held up capital

Tata Sons Limited 698,833,345 25.96

Citibank N.A. New York, NYADR department 435,357,250 16.17

Life Insurance Corporation of India Limited 181,710,232 6.75

Tata Steel Limited 147,810,695 5.49

Europacific Growth Fund 99,230,044 3.69

Tata Industries Limited 68,436,485 2.54

Vanguard Emerging Markets Stock Index 27,736,289 1.03

Fund, Aseries of Vanguard International

Equity Inde X Fund


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Outstanding Securities:

Outstanding Depositary Receipts/Warrants or Convertible

instruments, conversion date and likely impact on equity as on

March 31, 2012:

A. Depositary Receipts (Each Depository Receipts represents 5

underlying Ordinary Shares of ̀ 2/- each post subdivision of face

value of shares in September 2011)

8,70,75,700 ADSs listed on the New York Stock Exchange.

9,972 GDSs listed on the Luxembourg Stock Exchange.

B. Foreign Currency Convertible Notes

4,730-Zero Coupon Convertible Alternative Reference

Securities (due 2012) of US$100,000 each (CARS)

aggregating US$ 473 million issued in July 2007. The

conversion option expired on June 12, 2012 and the

outstanding 4,729 CARS would be redeemed in July

2012.

1,174-4% Convertible Notes (due 2014) of US$100,000

each aggregating US$117.4 million issued in October

2009 may, at the option of the Note holders, be converted

into Ordinary Shares of `2/- each at `121.34 per share or

ADS/GDS of ̀ 10/- each (each ADS represents five Ordinary

Shares of `2/- each) (Reset Price) at any time into GDSs

during November 25, 2009 to October 16, 2014 and ADSs

at anytime during October 15, 2010 to October 16, 2014.

Overseas Depositary

Citibank N.A., 388

Greenwich Street, 14th

Floor, New York,

NY 10013

There are no outstanding warrants issued by the Company.

Apart from Shares and Convertible Instruments, the following

Non Convertible Debentures (NCDs) are listed on the National

Stock Exchange under Wholesale Debt Market segment*:

Domestic Custodian

Citibank N.A., Trent House,

3rd Floor, G-60, Bandra

Kurla Complex, Bandra

(East), Mumbai 400 051

The following are the relevant details of the notes:

Security Type ISIN CUSIP Listing at

CARS XS0307881762 030788176 Singapore Stock

Exchange,

2 Shenton Way,

#19-00 SGX Center 1,

Singapore 068804

4% Notes XS0457793510 045779351 Luxembourg

(due 2014) Stock Exchange,

11, Avenue de la porte –

Neuve, L – 2227,

Luxembourg

Trustee for all the above debentures is Vijaya Bank, Merchant Banking

Division, Head Office, 41/2, M.G. Road,Trinity Circle, Bangalore - 560 001

*Detailed information on the above debentures is included in the ‘Notes to Accounts’.** Listed w.e.f. June 8, 2012.

ISIN Principal Redemption Yield to Date ofAmount Premium Maturity Maturity(` crores) (` crores) (%)

INE155A07177 350 96.55 8.40 March 31, 2013

INE155A07185 1,800 658.05 8.45 March 31, 2014

INE155A07193 1,250 919.23 10.03 March 31, 2016

INE155A07219 200 Nil 9.95 March 2, 2020

INE155A07227 500 Nil 10.25 `100 crores on

April 30, 2022,

April 30, 2023,

`150 crores on

April 30, 2024,

April 30, 2025

INE155A08043 150 Nil 9.90 May 7, 2020

INE155A08050 100 Nil 9.75 May 24, 2020

INE155A08068 150 Nil 9.70 July 18, 2020

INE155A08076** 250 Nil 10.00 May 26, 2017

INE155A08084** 250 Nil 10.00 May 28, 2019

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Action required regarding non-receipt of dividends,

proceeds of matured deposits and interest and redeemed

debentures and interest thereon:

(i) Pursuant to Sections 205A and 205C of the Act, all unclaimed/

unpaid dividend, application money, debenture interest

and interest on deposits as well as principal amount of

debentures and deposits pertaining to the Company and

erstwhile Tata Finance Limited (TFL) remaining unpaid or

unclaimed for a period of 7 years from the date they became

due for payment, have been transferred to the Investors

Education and Protection Fund (IEPF) established by the

Central Government.

(ii) In case of non receipt/non encashment of the dividend

warrants, Members are requested to correspond with the

Company’s Registrars/the Registrar of Companies, as

mentioned hereunder:

Address for correspondence

Tata Motors Limited, Bombay House, 24, Homi Mody Street,

Mumbai - 400 001, India

Dividend for Whether Contact Office Action to be taken

it can be

claimed

2005-06 to 2010-11 Yes TSR Darashaw Limited Letter on plain paper.

2002-03 to 2004-05 No - None. Already transferred to IEPF. In respect of

2004-05, would be transferred in July 2012

2000-01 and 2001-02 N.A. - Not Applicable due to non declaration of dividend.

1995-96 to 1999-2000 No - None. Already transferred to IEPF.

1978-79 to 1994-95 Yes Office of the Registrar of Companies, Claim in Form No. II of the Companies Unpaid

CGO Complex, ‘A’ Wing, 2nd floor, Dividend (Transfer to General Revenue Account of

Next to RBI, CBD - Belapur, Navi the Central Government) Rules, 1978.

Mumbai - 400614. Maharashtra

91 22 2757 6802

Plant Locations

Location Range of Products Produced

Pimpri, Pune - 411 018; Medium and Heavy

Chikhali, Pune - 410 501; Commercial Vehicles

(M&HCVs), Light

Chinchwad, Pune - 411 033 Commercial Vehicles (LCVs),

Utility Vehicles (UVs) and Cars

Jamshedpur - 831 010 M&HCVs

Chinhat Industrial Area, M&HCVs and LCVs

Lucknow - 226 019

Plot No. 1, Sector 11 and LCVs

Plot No. 14, Sector 12, I.I.E.,

Pantnagar, District

Udhamsingh Nagar,

Uttarakhand - 263 145

Revenue Survey No. 1, Cars

Village Northkotpura,

Tal, Sanand,

Dist. Ahmedabad - 380 015

KIADB Block II, Belur Industrial LCVs

Area, Mummigatti Post,

Dharwad - 580 007


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(iv) As of March 31 , 2012, the Company transferred

`15,15,84,029.34 to IEPF including the following amounts

during the year

(iii) Following table gives information relating to outstanding

dividend accounts and due dates for claiming dividend:

Financial Year Date of Last date for

Declaration claiming dividend *

2005-06 July 11, 2006 July 10, 2013

2006-07 July 9, 2007 July 8, 2014

2007-08 July 24, 2008 July 23, 2015

2008-09 August 25, 2009 August 24, 2016

2009-10 September 1, 2010 August 31, 2017

2010-11 August 12, 2011 August 11, 2018

*Indicative dates. Actual dates may vary.

(v) While the Company’s Registrar has already written to the

Members, Debenture holders and Depositors informing

them about the due dates for transfer to IEPF for unclaimed

dividends/interest payments, attention of the stakeholders

is again drawn to this matter through the Annual Report.

(vi) Investors of the Company and of the erstwhile TFL who

have not yet encashed their unclaimed/unpaid amounts

are requested to do so at the earliest.

(vii) Other facilities of interest to shareholders holding shares

in physical form

Nomination facility: Shareholders, who hold shares in

single name and wish to make/change the nomination

in respect of their shares as permitted under Section

109A of the Act, may submit to the Registrars and

Transfer Agents, the prescribed Form 2B.

Bank details: Shareholders are requested to notify/send

the following to the Company’s Registrars and Share

Transfer Agents to facilitate better services:

1. Any change in their address/mandate/NECS bank

details; and

2. Particulars of the bank account in which they wish

their dividend to be credited, in case they have

not been furnished earlier.

During the year 2011-12, the Company has issued

share certificates to all the shareholders holding

shares in physical form post sub-division of face

value from `10/- to `2/- each, without exchange

of old share certificates. The Members, holding

Company’s shares in physical form, are requested

to tally their holding with the certificates in their

possession and revert in case of any discrepancy in

holdings.

(viii) Shareholders are advised that respective bank details

and address as furnished by them to the Company will be

printed on their dividend warrants as a measure of

protection against fraudulent encashment.

(in `)

Particulars FY 11-12

Unpaid dividend amounts of the

Company 40,06,180

Application moneys received for

allotment of any securities and due

for refund NIL

Unpaid matured deposit with the

Company 17,75,286

Unpaid matured debentures

with the Company NIL

Interest accrued on matured

deposits with the Company 7,81,565

Interest accrued on matured

debentures with the Company NIL

Total 65,63,031

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DECLARATION BY THE CEO UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING ADHERENCE TO THE CODE OF

CONDUCT

In accordance with Clause 49 sub-clause I(D) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all the

Directors and the Senior Management personnel of the Company have affirmed compliance to their respective Codes of

Conduct, as applicable to them for the Financial Year ended March 31, 2012.

For Tata Motors Limited

P M Telang

Managing Director - India Operations

Mumbai, May 29, 2012

PRACTISING COMPANY SECRETARIES’ CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF TATA MOTORS LIMITED

We have examined the compliance of the conditions of Corporate Governance by Tata Motors Limited (‘the Company’) for the year

ended on March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited

to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions

of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by

the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as

stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

For Parikh & Associates

Practising Company Secretaries

P. N. PARIKH

FCS: 327 CP: 1228



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TO THE MEMBERS OF TATA MOTORS LIMITED

We have examined the registers, records, books and papers of TATA

MOTORS LIMITED ( “the Company”) as required to be maintained

under the Companies Act, 1956, (‘the Act’) and the rules made

thereunder and the provisions contained in the Memorandum and

Articles of Association of the Company as also under the Listing

Agreement with the Stock Exchanges and the guidelines of SEBI as

applicable for the financial year ended 31st March 2012.

1. In our opinion and to the best of our information and according to

the examinations carried out by us and explanations furnished and

representations made to us by the Company, its officers and agents,

we report that the Company has complied with the provisions of

the Act, the Rules made thereunder and the Memorandum and

Articles of Association of the Company with regard to:

a) maintenance of various statutory registers and documents and

making necessary entries therein;

b) closure of Register of Members/ Debentureholders;

c) forms, returns, documents and resolutions required to be filed with

the Registrar of Companies, Regional Director, Central Government,

Company Law Board or other authorities;

d) service of documents by the Company on its Members ,

Debentureholders, Auditors and the Registrar of Companies;

e) notice of Board and Committee meetings of Directors;

f ) meetings of Directors and Committees of Directors and passing of

circular resolutions;

g) notice and convening of Annual General Meeting held on 12th

August, 2011;

h) minutes of the proceedings of the Board Meetings, Committee

Meetings and General Meetings;

i) approvals of the Board of Directors, Committee of Directors,

Members and government authorities, wherever required;

j) constitution of the Board of Directors, Committees of Directors and

appointment, retirement and reappointment of Directors including

Managing Directors;

k) payment of remuneration to Directors, Managing Directors and

Executive Directors;

l) appointment and remuneration of Statutory Auditors and Cost Auditors;

m)transfer and transmission of the Company’s shares, issue and

allotment of shares and issue and delivery of certificates of shares;

n) declaration and payment of dividend.

o) transfer of amounts as required under the Act to the Investor

Education and Protection Fund;

p) borrowings and registration of charges;

q) report of the Board of Directors;

r) investment of the Company’s funds including inter corporate loans

and investments;

s) generally, all other applicable provisions of the Act and the Rules

thereunder.

PRACTISING COMPANY SECRETARIES’ CERTIFICATE ON CORPORATE GOVERNANCE

2. We further report that:

a) the Directors have complied with the requirements as to disclosure

of interests and concerns in contracts and arrangements ,

shareholdings and directorships in other Companies and interest in

other entities;

b) the Directors have complied with the disclosure requirements in

respect to their eligibility of appointment, their being independent,

compliance with Insider Trading Code of Conduct and the Code of

Conduct for Directors and Management Personnel;

c) the Company has obtained all necessary approvals under various

provisions of the Act;

d) there was no prosecution initiated against or show cause notice

received by the Company during the year under review under the

Companies Act, SEBI Act, Depositories Act, Listing Agreement and

rules, regulations and guidelines under these Acts.

3. We further report that:

a) the Company has complied with the requirements under the Equity

Listing Agreements entered into with the BSE Limited and the

National Stock Exchange of India Limited;

b) the Company has complied with the requirements under the Debt

Listing Agreement for the securities listed on Wholesale Debt Market

segment of National Stock Exchange of India Limited;

c) the Company has complied with the provisions of the Securities

and Exchange Board of India ( Substantial Acquisition of Shares

and Takeovers ) Regulations, 2011 including the provisions with

regard to disclosures and maintenance of records required under

the Regulations;

d) the Company has complied with the provisions of the Securities

and Exchange Board of India ( Prohibition of Insider Trading )

Regulations, 1992 including the provisions with regard to disclosures

and maintenance of records required under the Regulations;

e) the Company has complied with the provisions of the Securities

and Exchange Board of India ( Depositories and Participants

Regulations, 1996 including submitting of Reconciliation of Share

Capital Audit Reports;

f ) there were no issues during the year which required specific

compliance of the provisions of the Securities and Exchange Board

of India ( Issue of Capital and Disclosure Requirements ) Regulations, 2009;

g) there were no issues during the year which required specific

compliance of the provisions of the Securities Contracts (Regulation)

Act,1956 (SCRA) and the Rules made under that Act.

For Parikh & Associates

Practising Company Secretaries

P. N. PARIKH

FCS: 327 CP: 1228


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AWARDS AND

ACHIEVEMENTS

Awards won by Tata Motors include :

Customer Support CVBU conferred with the

'Golden Peacock National Training Award'

2011

Ranked ‘No. 1 in Nielsen’s Corporate

Image Monitor Survey 2012’ in India (for

innovative techniques, providing reliable

products & striving for excellence)

Ranked No.1 Employer in the Engineering

& Automotive Sector and No. 10 overall for

2011 in a survey conducted by Business

Today, for ‘Best Companies to Work for in

India’

Conferred with the prestigious ‘Golden

Peacock Award’ for Excellence in Corporate

Governance for 2011

Won the ‘Golden Peacock Environment

Management Award’ for Corporate Social

Responsibility for 2011

Pantnagar plant

- was conferred with the ‘Sword of Honour

Award’ by the British Safety Council, UK

- won the prestigious ‘Safety Innovation

Award’ 2011

Lucknow plant won

- the ‘Greentech Environment Silver

Award’ 2011

- the ‘Golden Peacock National Quality

Award’ 2011

- the ‘National Energy Conservation

Award (NECA)’ for two consecutive years

- the ‘CII Excellent Energy Efficient Unit

Award’ 2011 for the third consecutive year

Various awards won by Jaguar Land Rover

and products from its stable include :

Jaguar Land Rover campaign, 'Ultimate

Destination' received two awards for its

innovative multi-platform recruitment

Jaguar C-X16

'Most Exciting Car to be Launched in 2012' at the What Car? Awards

Autoweek "Best in Show" Award at Frankfurt

Jaguar XF

‘Best Executive Car' by TOPCAR magazine (China)

‘Best Cars of 2012: Upper middle-sized class imports' by Auto Motor

und Sport (Germany) Awards 2011

Auto Express Driver ‘Power Car of the Decade’

Executive and Luxury category in the What Car?

Range Rover Evoque

North American ‘Truck of the Year’ (USA)

The Scotsman's 'Car of the Year' (UK)

'Best Truck of 2011' by Autoweek (USA)

Decisive Magazine's 'Urban Truck of the Year' Award (USA)

Illustrierte magazine's ‘Best Car 2012' (Switzerland)

Auto Express' ‘New Car Champion’ in the Compact SUV category (UK)

MSN ‘Car of the Year 2011’

Design trophy at the L'Automobile Magazine Awards (France) and

shortlisted for the Auto Hoje Magazine Best Car Award (Portugal)

‘Car of the Year’ at the Auto Express Awards

‘Best Compact SUV’ and ‘Scottish Car of the Year’

Stuff magazine's 2011 ‘Car of the Year’ (UK) in the annual technology

award ceremony held at London's Globe Theatre

Top Gear ’Car of the Year’ 2011

Illustrierte magazine’s ‘Best Car 2012’ (Switzerland)

Land Rover DC100 Sport

Autoweek ‘Best Concept’ Award

Jaguar XKR-S

‘Best Sports Car’

‘2011 Sports Car of the Year’ by the German motoring magazine, Auto

Bild Sportscars

Jaguar E-Type

‘The most iconic Car of the Past 50 Years’

‘Engineering Heritage Award’ by the Institution of Mechanical Engineers

Jaguar XJ 3.0 litre Diesel

‘Green Apple Environment Award (UK)’ after being named Gold Winner

for Luxury Green Vehicles

123Standalone Financials

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AUDITORS’ REPORT

TO THE MEMBERS OFTATA MOTORS LIMITED

1. We have audited the attached Balance Sheet of TATA MOTORS LIMITED (“the Company”) as at March 31, 2012, the Profit and Loss

Statement and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial

statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial

statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan

and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An

audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit

also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating

the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A)

of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books;

(c) the Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report are in agreement with

the books of account;

(d) in our opinion, the Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report are in

compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the

information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with

the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of the Profit and Loss Statement, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2012 taken on record by the Board of

Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1) (g)

of the Companies Act, 1956.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117366W)

N. VENKATRAMPartner

MUMBAI, May 29, 2012 (Membership No.71387)

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ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)

(i) The nature of the Company’s business activities during the year are such that clauses (xiii), and (xiv) of paragraph 4 of the Companies

(Auditors’ Report) Order, 2003 are not applicable to the Company.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of

verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to

the information and explanation given to us, no material discrepancies were noticed on such verification;

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the

Company and such disposal, in our opinion, has not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the stock of finished goods (other than a significant part of the spare parts held for sale) and work-in-progress

in the Company’s custody have been physically verified by the Management as at the end of the financial year, before the year-

end or after the year-end, and in respect of stocks of stores and spares, the aforesaid spare parts held for sale, and raw materials

in the Company’s custody, there is a perpetual inventory system and a substantial portion of the stocks have been verified

during the year. In our opinion, the frequency of verification is reasonable. In case of materials and spare parts held for sale lying

with the third parties, certificates confirming stocks have been received in respect of a substantial portion of the stocks held

during the year or at the year-end;

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories

followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its

business;

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of

inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material

having regard to the size of the operations of the Company and have been properly dealt with in the books of account.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under

Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) the Company has granted unsecured loans aggregating `521.33 Crores to four parties covered in the register maintained

under Section 301 of the Companies Act, 1956 (including `86.92 Crores granted during the year to two parties). At the year-

end, the outstanding balances of such loans aggregated `579.36 Crores and maximum amount outstanding during the year was

` 579.36 Crores.

(b) the rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest

of the Company having regard to the market yields and the business relationship with the Company to whom loans have been

granted.

(c) The receipts of principal amount have been as per stipulations. However, there have been delays in receipts of interest.

(d) There are no overdue amounts in respect of principal amount outstanding. In respect of overdue interest amounts of more

than rupees one lakh remaining outstanding as at the year-end, except in respect of interest outstanding from a subsidiary

company for which the provision has been made, the Management has taken reasonable steps for the recovery of the overdue

interest amounts.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register

maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:


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(e) the Company has taken loans aggregating `11.52 Crores from six parties covered in the Register maintained under Section

301 of the Companies Act, 1956. At the year-end, the outstanding balance of such loans taken aggregated ` 0.20 Crores and the

maximum amount outstanding during the year was `11.92 Crores.

(f ) the rate of interest and other terms and conditions of such loans taken are, in our opinion, prima facie not prejudicial to the

interests of the Company.

(g) The principal amount is not due for repayment and the Company has been regular in payment of interest.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the

items purchased are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there exists

an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to

purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not

observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the register maintained

under the said section have been so entered.

(b) Where each of such transaction is in excess of rupees five lakhs in respect of any party, and having regard to our comments in

para (v) above, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing

market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of

Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits)

Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order

has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any

other Tribunal.

(viii) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules,

2011 prescribed by the Central Government under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima

facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with

a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing with the appropriate authorities undisputed dues, including provident

fund, investor education and protection fund, employees’ state insurance, income-tax, sales tax, wealth tax, service tax, customs

duty, excise duty, cess and other material statutory dues applicable to it. With regard to the contribution under the Employees’

Deposit Linked Insurance Scheme, 1976 (the Scheme), we are informed that the Company has its own Life Cover Scheme, and

consequently, an application has been made seeking an extension of exemption from contribution to the Scheme, which is

awaited.

(b) There were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees’

state insurance, income-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable

to the Company that were in arrears as at March 31, 2012 for a period of more than six months from the date they became

payable.

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(c) Details of dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited

as on March 31, 2012 on account of any disputes are given below:

Nature of the Statute Nature of the Dues Amount Period to which the amount Forum where Pending(`in crores) relates to

Income Tax Laws Income Tax 7.48 1998-99, 1999-00, 2005-06 Appellate Tribunal

Income Tax 45.24 2003-04 to 2010-11 Commissioner

Central Excise Laws Excise Duty & Service Tax 6.53 2008-09 to 2011-12 High Court

Excise Duty & Service Tax 564.55 2004-05 to 2011-12 Appellate Tribunal

Excise Duty & Service Tax 77.24 1984-85, 1995-96,2003-04,

2006-07 to 2011-12 Commissioner (Appeals)

Excise Duty & Service Tax 0.20 2011-12 Additional Commissioner

Excise Duty & Service Tax 0.03 2011-12 Deputy Commissioner

Sales Tax Laws Sales Tax 13.01 1995-96 Supreme Court

Sales Tax 77.52 1984-85 to 1990-91, 1993-94,

1994-95, 1997-98, 2000-01,

2002-03, 2005-06 to 2007-08 High Court

Sales Tax 21.46 1988-89, 1989-90, 1992-93,

1994-95, 1995-96, 1998-99 to

2000-01, 2002-03 to 2007-08,

2010-11 Tribunal

Sales Tax 0.20 1996-97, 1998-99, 2001-02 Commissioner (Appeals)

Sales Tax 215.79 1997-98, 1999-00, 2001-02

to 2008-09 Joint Commissioner

Sales Tax 24.34 1988-89, 1989-90, 1995-96,

1997-98, 2005-06 to 2007-08,

2009-10, 2010-11 Additional Commissioner

Sales Tax 1.26 1979-80,1994-95 to 1997-98,

2000-01, 2003-04, 2006-07,

2010-11 Deputy Commissioner

Sales Tax 0.07 1986-87, 1995-96, 1997-98,

1988-89, 1990-91, 1999-2000 Assistant Commissioner

Sales Tax 0.44 1995-96, 2000-01, 2001-02,

2004-05, 2006-07, 2007-08,

2009-10 Trade Tax Officer

(xi) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the

financial year covered by our audit and the immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of

dues to banks, financial institutions and debenture holders.


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(xiii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans

and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans

taken by others from banks or financial institutions. Accordingly, the provisions of clause (xv) of Paragraph 4 of the Companies (Auditor’s

Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for

which they were obtained.

(xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of

the Company, as at March 31, 2012, we report that funds raised on short term basis of `3,595.61 Crores have been used during the year

for long-term investment. Further the Company has explained that steps are being taken to augment long term funds.

(xvii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties

and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued

any secured debentures. .

(xix) According to the information and explanations given to us, during the year covered by our audit report, the Company has not raised

any money by public issue.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material

fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants


N. VENKATRAMPartner

MUMBAI, May 29, 2012. (Membership No.71387)


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BALANCE SHEET AS AT MARCH 31, 2012

(` in crores)

Note Page As at March 31, 2012 As at March 31, 2011

I EQUITY AND LIABILITIES1. SHAREHOLDERS’ FUNDS

(a) Share capital 2 136 634.75 637.71

(b) Reserves and surplus 3 138 18,991.26 19,375.59

19,626.01 20,013.30

2. NON-CURRENT LIABILITIES(a) Long-term borrowings 4 139 8,004.50 9,679.42

(b) Deferred tax liabilities (net) 5 (a) 142 2,105.41 2,023.16

(c) Other long-term liabilities 6 142 1,959.63 2,221.05

(d) Long-term provisions 7 143 646.26 1,253.25

12,715.80 15,176.88

3. CURRENT LIABILITIES(a) Short-term borrowings 8 143 3,007.13 4,958.77

(b) Trade payables 9 144 8,744.83 8,817.27

(c) Other current liabilities 10 144 7,470.95 3,210.37

(d) Short-term provisions 11 144 2,954.56 2,013.86

22,177.47 19,000.27

TOTAL 54,519.28 54,190.45

II ASSETS1. NON-CURRENT ASSETS

(a) Fixed assets

(i) Tangible assets 12 145 11,746.47 10,911.96

(ii) Intangible assets 13 145 3,273.05 2,505.11

(iii) Capital work-in-progress 1,910.30 1,719.86

(iv) Intangible assets under development 2,126.37 2,079.17

19,056.19 17,216.10

(b) Non-current investments 14 146 17,903.29 22,538.21

(c) Long-term loans and advances 16 150 3,488.11 3,429.64

(d) Other non-current assets 17 150 100.42 34.84

40,548.01 43,218.79

2. FOREIGN CURRENCY MONETARY ITEMTRANSLATION DIFFERENCE ACCOUNT (NET) 27 155 258.35 -

3. CURRENT ASSETS(a) Current investments 15 149 2,590.26 86.00

(b) Inventories 18 151 4,588.23 3,891.39

(c) Trade receivables 19 151 2,708.32 2,602.88

(d) Cash and bank balances 20 152 1,840.96 2,428.92

(e) Short-term loans and advances 21 152 1,871.74 1,850.62

(f ) Other current assets 22 152 113.41 111.85

13,712.92 10,971.66

TOTAL 54,519.28 54,190.45

III NOTES FORMING PART OF FINANCIAL STATEMENTS

N N WADIAS M PALIAR A MASHELKARN MUNJEES BHARGAVAV K JAIRATHR SENR SPETHDirectors

In terms of our report attached

N VENKATRAMPartner

P M TELANGManaging Director - India Operations

C RAMAKRISHNANChief Financial Officer

H K SETHNA Company Secretary


RATAN N TATAChairman

For DELOITTE HASKINS & SELLSChartered Accountants

For and on behalf of the Board

RAVI KANTVice-Chairman


Standalone Financials 129

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PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED MARCH 31, 2012

(` in crores)

Note Page 2011 - 2012 2010 - 2011

I. REVENUE FROM OPERATIONS 23 (1) 153 59,220.94 51,183.95

Less : Excise duty (4,914.38) (4,095.51)

54,306.56 47,088.44

II. OTHER INCOME 23 (2) 153 574.08 422.97

III. TOTAL REVENUE (I + II) 54,880.64 47,511.41

IV. EXPENSES :(a) Cost of materials consumed 40 166 33,894.82 27,058.47

(b) Purchase of products for sale 34 164 6,433.95 7,363.13

(c) Changes in inventories of

finished goods, work-in-progress

and products for sale (623.84) (354.22)

(d) Employee cost/benefits expense 24 154 2,691.45 2,294.02

(e) Finance cost 25 154 1,218.62 1,383.70

(f ) Depreciation and amortisation expense 145 1,606.74 1,360.77

(g) Product development expense/

Engineering expenses 234.25 141.23

(h) Other expenses 26 154 8,405.51 6,738.35

(i) Expenditure transferred to

capital and other accounts (907.13) (817.68)

TOTAL EXPENSES 52,954.37 45,167.77

V. PROFIT BEFORE EXCEPTIONAL ANDEXTRA ORDINARY ITEMS AND TAX (III - IV) 1,926.27 2,343.64

VI. EXCEPTIONAL ITEMS(a) Exchange loss (net) including on revaluation of

foreign currency borrowings, deposits and loans 455.24 147.12

(b) Provision for loan given to a subsidiary 130.00 -585.24 147.12

VII. PROFIT BEFORE EXTRA ORDINARY ITEMS AND TAX (V - VI) 1,341.03 2,196.52

VIII. Extraordinary items - -

IX. PROFIT BEFORE TAX FROM CONTINUING OPERATIONS (VII - VIII) 1,341.03 2,196.52

X. Tax expense 5(b) 142 98.80 384.70

XI. PROFIT AFTER TAX FOR THE YEARFROM CONTINUING OPERATIONS (IX - X) 1,242.23 1,811.82

XII. EARNINGS PER SHARE 28 155

A. Ordinary shares

a. Basic ` 3.90 6.06

b. Diluted ` 3.77 5.78

B. ‘A’ Ordinary shares

a. Basic ` 4.00 6.16

b. Diluted ` 3.87 5.88

XIII. NOTES FORMING PART OF FINANCIAL STATEMENTS



N VENKATRAMPartner










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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012

(` in crores)

2011-2012 2010-2011

A. Cash flow from operating activities

Profit after tax 1,242.23 1,811.82

Adjustments for:

Depreciation / amortisation (including lease equalisation adjusted in income) 1,602.22 1,356.26

Loss / (profit) on sale of assets (net) (including assets scrapped / written off ) (1.79) 5.18

Profit on sale of investments (net) (29.78) (2.28)

Provision for loan given to a subsidiary 130.00 -

Provision for diminution in value of investments (net) - 34.00

Reversal of provision for loans and inter corporate deposits (net) - (8.02)

Wealth tax 0.90 0.81

Tax expense 98.80 384.70

Interest / dividend (net) 674.32 965.27

Exchange differences 587.59 108.97

3,062.26 2,844.89

Operating Profit before working capital changes 4,304.49 4,656.71

Adjustments for:

Inventories (696.84) (955.80)

Trade receivables (92.79) (216.44)

Finance receivables 144.97 366.41

Other current and non-current assets 33.80 (505.91)

Trade payables & acceptances (78.02) (1580.16)

Other current and non-current liabilities 170.42 5.14

Provisions 204.04 240.47

(314.42) (2,646.29)

Cash generated from operations 3,990.07 2,010.42

Income taxes paid (net) (336.48) (504.86)

Net cash from operating activities 3,653.59 1,505.56

B. Cash flow from investing activities

Purchase of fixed assets (2,852.56) (2,391.12)

Sale of fixed assets 17.09 9.47

Loans to associates and subsidiaries (86.92) (174.24)

Refund received against loans to associates and subsidiaries - 8.62

Advance towards investments in subsidiary companies (122.86) (20.00)

Advance towards investments in other companies (25.00) -

Investments in subsidiary companies (1,684.01) (463.36)

Investments in associate companies (4.45) (4.09)

Investments in joint venture (42.50) (200.00)

Investments - others - (106.08)

Investments in Mutual Fund sold (net) 114.78 437.28

Decrease in investments in retained interests in securitisation transactions 0.18 3.20

Redemption of investments in subsidiary companies 4,146.98 -

Redemption of investments - others 0.75 0.75


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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012

(` in crores)

Decrease in short term Inter-corporate deposits 16.04 34.11

Deposits of margin money / cash collateral (5.85) (59.89)

Realisation of margin money / cash collateral 364.24 215.74

Fixed/restricted deposits with scheduled banks made (868.44) (1,090.10)

Fixed/restricted deposits with scheduled banks realised 665.51 894.68

Interest received 331.11 202.15

Dividend / income on investments received 180.63 181.00

Net cash from / (used in) investing activities 144.72 (2,521.88)

C. Cash Flow from Financing Activities

Expenses on Foreign Currency Convertible Notes (FCCN) conversion - (3.59)

Premium on redemption of FCCN (including tax) (0.97) -

Brokerage and other expenses on Non-Convertible Debentures (NCD) (76.69) (90.66)

Proceeds from issue of shares held in abeyance 0.02 3.08

Proceeds from issue of shares through QIP (net of issue expenses) - 3,249.80

Reimbursement of expenses incurred on issue of GDS and FCCN - 0.51

Proceeds from fixed deposits - 339.39

Repayment of fixed deposits (1,069.25) (233.58)

Proceeds from long term borrowings 2,498.24 1,221.68

Repayment of long term borrowings (74.94) (1,274.56)

Premium paid on redemption of NCD - (71.96)

Proceeds from short term borrowings 4,242.26 6,399.01

Repayment of short term borrowings (6,942.24) (3,721.78)

Net change in other short-term borrowings (with maturity up to

three months) 132.61 (1,971.78)

Dividend paid (including dividend distribution tax) (1,462.28) (990.21)

Interest paid [including discounting charges paid, ` 365.62 crores(2010-2011 ` 418.50 crores)] (1,482.35) (1,206.93)

Net cash (used in) / from financing activities (4,235.59) 1,648.42

Net (decrease) / increase in cash and cash equivalents (437.28) 632.10

Cash and cash equivalents as at March 31, (opening balance) 1,352.14 716.27

Exchange fluctuation on foreign currency bank balances 4.78 3.77

Cash and cash equivalents as at March 31, (closing balance) 919.64 1,352.14

Non-cash transactions:

FCCN / CARS converted to ordinary shares - 1,490.25

Previous year’s figures have been restated, wherever necessary, to conform to this year’s classification.



N VENKATRAMPartner










2011-2012 2010-2011

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NOTES FORMING PART OF FINANCIAL STATEMENTS

1. Significant accounting policies(a) Basis of preparation

The financial statements are prepared under the historical cost convention on an accrual basis of accounting in accordance with

the generally accepted accounting principles, Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956

and the relevant provisions thereof.

(b) Use of estimatesThe preparation of financial statements requires management to make judgments, estimates and assumptions, that affect the

application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent liabilities at the

date of these financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may

differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised and future periods affected.

(c) Revenue recognitionThe Company recognises revenue on the sale of products, net of discounts, when the products are delivered to the dealer / customer

or when delivered to the carrier for export sales, which is when risks and rewards of ownership pass to the dealer / customer.

Sales include income from services, and exchange fluctuations relating to export receivables. Sales include export and other

recurring and non-recurring incentives from the Government at the national and state levels. Sale of products is presented gross

of excise duty where applicable, and net of other indirect taxes.

Revenues are recognised when collectibility of the resulting receivables is reasonably assured.

Dividend from investments is recognized when the right to receive the payment is established and when no significant

uncertainty as to measurability or collectability exists.

Interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no

significant uncertainty as to measurability or collectability exists.

(d) Depreciation and amortisation(i) Depreciation is provided on Straight Line Method (SLM), at the rates and in the manner prescribed in Schedule

XIV to the Companies Act, 1956 except in the case of :

� Leasehold land – amortised over the period of the lease

� Technical know-how – at 16.67% (SLM)

� Laptops – at 23.75% (SLM)

� Cars – at 23.75% (SLM)

� Assets acquired prior to April 1, 1975 – on Written Down Value basis at rates specified in Schedule XIV to the Companies

Act, 1956.

� Software in excess of `25,000 is amortised over a period of 60 months or on the basis of estimated

useful life whichever is lower.

� Assets taken on lease are amortised over the period of lease.

(ii) Product development cost are amortised over a period of 36 months to 120 months or on the basis of actual

production to planned production volume over such period.

(iii) In respect of assets whose useful life has been revised, the unamortised depreciable amount has been charged

over the revised remaining useful life.

(iv) Depreciation is not recorded on capital work-in-progress until construction and installation are complete and

asset is ready for its intended use.

(e) Fixed assets(i) Fixed assets are stated at cost of acquisition or construction less accumulated depreciation / amortization.

(ii) The product development cost incurred on new vehicle platform, engines, transmission and new products are recognised as

fixed assets, when feasibility has been established, the Company has committed technical, financial and other resources to

complete the development and it is probable that asset will generate probable future benefits.

(iii) Cost includes purchase price, taxes and duties, labour cost and directly attributable costs for self constructed assets and

other direct costs incurred upto the date the asset is ready for its intended use. Borrowing cost incurred for qualifying assets

is capitalised up to the date the asset is ready for intended use, based on borrowings incurred specifically for financing the

asset or the weighted average rate of all other borrowings, if no specific borrowings have been incurred for the asset. The

cost of acquisition is further adjusted for exchange differences relating to long term foreign currency borrowings attributable

to the acquisition of depreciable asset w.e.f. April 1, 2007.

(iv) Software not exceeding `25,000 and product development costs relating to minor product enhancements, facelifts and

upgrades are charged off to the Profit and Loss Statement as and when incurred.

(f ) ImpairmentAt each Balance Sheet date, the Company assesses whether there is any indication that the fixed assets have suffered an impairment

loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment,

if any. Where it is not possible to estimate the recoverable amount of individual asset, the Company estimates the recoverable

amount of the cash-generating unit to which the asset belongs.

As per the assessment conducted by the Company at March 31, 2012, there were no indications that the fixed assets have suffered

an impairment loss.


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(g) Leases(i) Finance lease

Assets acquired under finance leases are recognised at the lower of the fair value of the leased assets at inception and the

present value of minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding

liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining

balance of the liability. Assets given under finance leases are recognised as receivables at an amount equal to the net investment

in the lease and the finance income is based on a constant rate of return on the outstanding net investment.

(ii) Operating leaseLeases other than finance lease, are operating leases, and the leased assets are not recognised on the Company’s Balance Sheet.

Payments under operating leases are recognised in the Profit and Loss Statement on a straight-line basis over the term of the

lease.

(h) Transactions in foreign currencies and accounting of derivatives(i) Exchange differences

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Foreign currency

monetary assets and liabilities are translated at year end exchange rates.

(1) Exchange differences arising on settlement of transactions and translation of monetary items other than those covered

by (2) below are recognized as income or expense in the year in which they arise. Exchange differences considered as

borrowing cost are capitalized to the extent these relate to the acquisition / construction of qualifying assets and the

balance amount is recognized in the Profit and Loss Statement.

(2) Exchange differences relating to long term foreign currency monetary assets / liabilities are accounted for with effect

from April 1, 2007 in the following manner:

- Differences relating to borrowings attributable to the acquisition of the depreciable capital asset are added to / deducted

from the cost of such capital assets.

- Other differences are accumulated in Foreign Currency Monetary Item Translation Difference Account, to be amortized

over the period, beginning April 1, 2007 or date of inception of such item, as applicable, and ending on March 31, 2011

or the date of its maturity, whichever is earlier.

- Pursuant to notification issued by the Ministry of Corporate Affairs, on December 29, 2011, the exchange differences on

long term foreign currency monetary items (other than those relating to acquisition of depreciable asset) are amortised

over the period till the date of maturity or March 31, 2020, whichever is earlier.

(ii) Hedge accountingThe Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating

to highly probable forecast transactions. With effect from April 1, 2008, the Company designates such forward contracts in a

cash flow hedging relationship by applying the hedge accounting principles set out in Accounting Standard 30 - Financial

Instruments: Recognition and Measurement.

These forward contracts are stated at fair value at each reporting date. Changes in the fair value of these forward contracts that

are designated and effective as hedges of future cash flows are recognized directly in Hedging Reserve Account under Reserves

and surplus, net of applicable deferred income taxes and the ineffective portion is recognised immediately in the Profit and

Loss Statement.

Amounts accumulated in Hedging Reserve Account are reclassified to profit and loss in the same periods during which the

forecasted transaction affects Profit and Loss Statement.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies

for hedge accounting. For forecasted transactions, any cumulative gain or loss on the hedging instrument recognised in Hedging

Reserve Account is retained there until the forecasted transaction occurs.

If the forecasted transaction is no longer expected to occur, the net cumulative gain or loss recognised in Hedging Reserve

Account is immediately transferred to the Profit and Loss Statement.

(iii) Premium or discount on forward contracts other than those covered in (ii) above is amortised over the life of such contracts and

is recognised as income or expense. Foreign currency options and other derivatives are stated at fair value as at the year end

with changes in fair value recognized in the Profit and Loss Statement.

(i) Product warranty expensesThe estimated liability for product warranties is recorded when products are sold. These estimates are established using historical

information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future

incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise -

being typically upto three years.

(j) Income on vehicle loanInterest income on loan contracts are accounted for by using the Internal Rate of Return method. Consequently, a constant rate of return

on the net outstanding amount is accrued over the period of contract. The Company provides an allowance for hire purchase and loan

receivables that are in arrears for more than 11 months, to the extent of an amount equivalent to the outstanding principal and amounts

due but unpaid, considering probable inherent loss including estimated realisation based on past performance trends. In respect of

loan contracts that are in arrears for more than 6 months but not more than 11 months, allowance is provided to the extent of 10%

of the outstanding and amount due but unpaid.

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(k) Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of raw materials and consumables are ascertained on a

moving weighted average / monthly moving weighted average basis. Cost, including variable and fixed overheads, are allocated to

work-in-progress, stock-in-trade and finished goods determined on full absorption cost basis. Net realisable value is estimated selling

price in the ordinary course of business less estimated cost of completion and selling expenses.

(l) Employee benefits

(i) Gratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides

for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of

an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of

five years of service. The Company makes annual contributions to gratuity fund established as trust. The Company accounts for

the liability for gratuity benefits payable in future based on an independent actuarial valuation.

(ii) Superannuation

The Company has two superannuation plans, a defined benefit plan and a defined contribution plan. An eligible employee on

April 1, 1996 could elect to be a member of either plan.

Employees who are members of the defined benefit superannuation plan are entitled to benefits depending on the years of

service and salary drawn. The monthly pension benefits after retirement range from 0.75% to 2% of the annual basic salary for

each year of service. The Company accounts for the liability for superannuation benefits payable in future under the plan based

on an independent actuarial valuation.

With effect from April 1, 2003, this plan was amended and benefits earned by covered employees have been protected as at

March 31, 2003. Employees covered by this plan are prospectively entitled to benefits computed on a basis that ensures that the

annual cost of providing the pension benefits would not exceed 15% of salary.

The Company maintains a separate irrevocable trust for employees covered and entitled to benefits. The Company contributes

up to 15% of the eligible employees’ salary to the trust every year. The Company recognizes such contributions as an expense

when incurred. The Company has no further obligation beyond this contribution.

(iii) Bhavishya Kalyan Yojana (BKY)

Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan include pension in certain case, payable

upto the date of normal superannuation had the employee been in service, to an eligible employee at the time of death or

permanent disablement, while in service, either as a result of an injury or as certified by the Company’s Medical Board. The

monthly payment to dependents of the deceased / disabled employee under the plan equals 50% of the salary drawn at the

time of death or accident or a specified amount, whichever is higher. The Company accounts for the liability for BKY benefits

payable in future based on an independent actuarial valuation.

(iv) Post-retirement medicare scheme

Under this scheme, employees get medical benefits subject to certain limits of amount, periods after retirement and types of

benefits, depending on their grade and location at the time of retirement. Employees separated from the Company as part of

Early Separation Scheme, on medical grounds or due to permanent disablement are also covered under the scheme. The

liability for post-retirement medical scheme is based on an independent actuarial valuation.

(v) Provident fund

The eligible employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan,

in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’

salary (currently 12% of employees’ salary). The contributions as specified under the law are paid to the provident fund and

pension fund set up as irrevocable trust by the Company or to respective Regional Provident Fund Commissioner and the

Central Provident Fund under the State Pension scheme. The Company is generally liable for annual contributions and any

shortfall in the fund assets based on the Government specified minimum rates of return or pension and recognises such

contributions and shortfall, if any, as an expense in the year incurred.



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(vi) Compensated absences

The Company provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled to

accumulate leave subject to certain limits, for future encashment. The liability is provided based on the number of days of

unutilised leave at each balance sheet date on the basis of an independent actuarial valuation.

(m) Investments

Long term investments are stated at cost less other than temporary diminution in value, if any. Current investments are stated at

lower of cost and fair value. Fair value of investments in mutual funds are determined on a portfolio basis.

(n) Income taxes

Tax expense comprises current and deferred taxes.

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the

Income Tax Act, 1961. Current tax is net of credit for entitlement for Minimum Alternative Tax (MAT).

Deferred tax is recognised, on timing differences, being the difference between taxable income and accounting income that originate

in one period and are capable of reversal in one or more subsequent periods.

Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that

there will be sufficient future taxable income available to realise such losses.

Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when asset is realised

or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date.

(o) Redemption premium on Foreign Currency Convertible Notes (FCCN) / Convertible Alternative Reference Securities(CARS) / Non-Convertible Debentures (NCD)

Premium payable on redemption of FCCN / CARS / NCD as per the terms of issue, is provided fully in the year of issue by adjusting

against the Securities Premium Account (SPA) (net of tax). Any change in the premium payable, consequent to conversion or exchange

fluctuations is adjusted to the SPA.

(p) Borrowing costs

Fees towards structuring / arrangements and underwriting and other incidental costs incurred in connection with borrowings

are amortised over the period of the loan.

(q) Liabilities and contingent liabilities

The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such

matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company

provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.

(r) Business segments

The Company is engaged mainly in the business of automobile products consisting of all types of commercial and passenger vehicles

including financing of the vehicles sold by the Company. These, in the context of Accounting Standard 17 on Segment Reporting, as

specified in the Companies (Accounting Standards) Rules, 2006, are considered to constitute one single primary segment. Further,

there is no reportable secondary segment i.e. Geographical Segment.

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(` in crores)

2. Share capitalAs at As at

March 31, March 31,

2012 2011

(a) Authorised :350,00,00,000 Ordinary shares of ` 2 each

(as at March 31, 2011: 70,00,00,000 shares of ` 10 each) 700.00 700.00

100,00,00,000 ‘A’ Ordinary shares of ` 2 each


30,00,00,000 Convertible Cumulative Preference shares of ` 100 each

(as at March 31, 2011: 30,00,00,000 shares of ` 100 each) 3,000.00 3,000.00

3,900.00 3,900.00

(b) Issued, subscribed and fully paid :269,16,13,455 Ordinary shares of ` 2 each




634.71 634.61

(c) Calls unpaid - Ordinary shares (0.01) (0.01)

(d) Forfeited Shares - Ordinary shares 0.05 0.05

(e) Amount received in respect of Ordinary shares pending allotment - 3.06

634.75 637.71

(f ) Movement of number of shares and share capital : 2011-2012 2010-2011

No. of shares (` in crores) No. of shares (` in crores)

(i) Ordinary shares:Shares as on April 1 53,82,72,284 538.27 50,63,81,170 506.38

Add: Shares issued out of held in abeyance 50,199 0.05 388 -*

Add: Shares issued through Qualified Institutional

Placement (QIP) - - 83,20,300 8.32

Add: Shares issued through conversion of Foreign

Currency Convertible Notes (FCCN) - - 2,35,70,426 23.57

53,83,22,483 538.32 53,82,72,284 538.27

Subdivision of ordinary shares of

` 10 each into 5 shares of ` 2 each 269,16,12,415 538.32 - -

Add: Shares issued out of held in abeyance 1,040 -* - -

Shares as on March 31 269,16,13,455 538.32 53,82,72,284 538.27

(ii) 'A' Ordinary shares:Shares as on April 1 9,63,41,706 96.34 6,41,76,374 64.18


Add: Shares issued through Qualified Institutional

Placement (QIP) - - 3,21,65,000 32.16

9,63,86,471 96.39 9,63,41,706 96.34

Subdivision of 'A' ordinary shares of

` 10 each into 5 shares of ` 2 each 48,19,32,355 96.39 - -

Add: Shares issued out of held in abeyance 760 -* - -


* Less than ` 5,000/-

(g) Rights, preferences and restrictions attached to shares :(i) Ordinary shares of ` 2 each :- In respect of every Ordinary share (whether fully paid or partly paid), voting right shall be in same proportion as the capital paid

upon such Ordinary share bears to the total paid up ordinary capital of the Company.

- The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General

Meeting, except in case of interim dividend.

- In the event of liquidation, the shareholders of Ordinary shares are eligible to receive the remaining assets of the Company

after distribution of all preferential amounts, in proportion to their shareholdings.

(ii) ‘A’ Ordinary shares ` 2 each :- The holders of ‘A’ Ordinary shares shall be entitled to dividend on each ‘A’ Ordinary share which will be of five percentage on

face value more than the aggregate rate of dividend payable on Ordinary shares for the financial year.

- If any resolution at any general meeting of shareholders is put to vote on poll, or if any resolution is put to vote by postal ballot, each ‘A’

Ordinary shareholder shall be entitled to one vote for every ten ‘A’ Ordinary shares held.

- In case there is a resolution put to vote in the shareholders meeting and is to be decided on a show of hands, the holders of ‘A’ Ordinary shares

shall be entitled to the same number of votes as available to holders of Ordinary shares.

(iii) American Depository Shares (ADSs) and Global Depositary Shares (GDSs) :- Holders of ADS and GDS are not entitled to attend or vote at shareholders meetings. Holders of ADS may exercise voting rights with

respect to the Ordinary shares represented by ADS only in accordance with the provisions of the Company’s ADS deposit agreement and

Indian Law. The depository for the holders of the Global Depository Receipts (GDRs) shall exercise voting rights in respect of the GDS by

issue of an appropriate proxy or power of attorney in terms of the deposit agreement pertaining to the GDRs.

- Shares issued upon conversion of ADSs will rank pari passu with existing Ordinary shares of `2/- each in all respects including

entitlement of the dividend declared.


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(h) Number of shares held by each shareholder holding more than 5 percent of the issued share capital:

As at March 31, 2012 As at March 31, 2011

% Issued No. of shares % Issued No. of

share capital share capital shares

(i) Ordinary shares :

(a) Tata Sons Limited 25.96% 69,88,33,345 25.61% 13,78,58,939

(b) Life Insurance Corporation of India 6.75% 18,17,10,232 7.61% 4,09,53,666

(c) Tata Steel Limited 5.49% 14,78,10,695 5.49% 2,95,62,139

(d) Citibank N A as Depository # 43,54,28,360 # 10,97,28,393

(ii) ‘A’ Ordinary shares :

(a) HDFC Trustee Co Limited - HDFC Top 200 Fund 6.67% 3,21,37,761 * -

(b) HDFC Trustee Co Limited - HDFC Equity Fund 6.07% 2,92,46,932 * -

(c) Tata Sons Limited * - 17.54% 1,69,01,979

(d) IVY Funds, INC. Asset Strategy Fund * - 9.65% 92,98,590

# held by Citibank, N.A. as depository for American Depository Shares (ADSs) and Global Depository Shares (GDSs)

* Less than 5%

During the year the Company has subdivided Ordinary shares and ‘A’ Ordinary shares having face value of `10 each into 5 shares

having face value of ` 2 each. Consequently the number of shares as at March 31, 2011 is not comparable.

(i) Information regarding issue of shares in the last five years

(a) The Company has not issued any shares without payment being received in cash.

(b) The Company has not issued any bonus shares.

(c) The Company has not undertaken any buy-back of shares.

(j) Other Notes

(i) The Company has issued the Foreign Currency Convertible Notes (FCCNs) and Convertible Alternative Reference Securities

(CARS) which are convertible into Ordinary shares or ADSs. Additionally, CARS can be converted into Qualifying securities in

case there has been a qualifying issue as per the terms of issue. The terms of issue along with the earliest dates of conversion

are given on page 141 note (iv).

(ii) The entitlements to 4,93,000 Ordinary shares of ` 2 each (as at March 31, 2011 : 99,310 Ordinary shares of ` 10 each) and

2,73,400 ‘A’ Ordinary shares of ` 2 each (as at March 31, 2011: 54,832 ‘A’ Ordinary shares of `10 each) are subject matter of various

suits filed in the courts / forums by third parties for which final order is awaited and hence kept in abeyance.

(iii) The application for 49,836 Ordinary shares of `10 each and 44,626 ‘A’ Ordinary shares of `10 each have been received, to be

issued out of shares kept in abeyance as on March 31, 2011, for which allotment is pending.

(iv) During the year ended March 31, 2011, the Company has issued shares aggregating US$ 750 million, comprising ‘A’ Ordinary

shares aggregating US$ 550 million and Ordinary shares aggregating US$ 200 million through Qualified Institutional

Placement (QIP). Consequently, the Company has allotted 3,21,65,000 ‘A’ Ordinary shares at a price of ` 764 per ‘A’ Ordinary share

(including a premium of ` 754 per ‘A’ Ordinary share) and 83,20,300 Ordinary shares at a price of ` 1,074 per Ordinary share

(including a premium of ` 1,064 per Ordinary share) aggregating to a total issue size of ` 3,351 crores.

(v) Subsequent to the year ended March 31, 2012, the Company has alloted :

(a) 25 Ordinary shares and 26,075 ‘A’ Ordinary shares out of shares held in abeyance; and

(b) 22,370 Ordinary shares upon conversion of one Convertible Alternative Reference Securities (CARS) due 2012 and

1,60,95,391 Ordinary shares upon conversion of 422, 4% Foreign Currency Convertible Notes (FCCN) due 2014.

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(` in crores)


As at Additions Deductions As atMarch 31, March 31,

3. Reserves and surplus 2011 2012(a) Capital Redemption Reserve 2.28 - - 2.28

2.28 - - 2.28

(b) Securities Premium Account [Note (i) and (ii)] 11,350.68 9.18 173.10 11,186.766,714.59 4,829.80 193.71 11,350.68

(c) Debenture Redemption Reserve 1,102.15 70.00 - 1,172.151,102.15 - - 1,102.15

(d) Revaluation Reserve [Note (iii)] 24.19 - 0.44 23.7524.63 - 0.44 24.19

(e) Amalgamation Reserve 0.05 - - 0.050.05 - - 0.05

(f ) General Reserve [Note (iv)] 4,817.32 125.04 - 4,942.364,617.04 200.28 - 4,817.32

(g) Profit and Loss Account (Surplus) [Note (v)] 2,078.92 1,243.71 1,658.72 1,663.911,934.13 1,811.82 1,667.03 2,078.92

19,375.59 1,447.93 1,832.26 18,991.2614,394.87 6,841.90 1,861.18 19,375.59

Notes - 2011-2012 2010-2011

Additions Deductions Additions Deductions

(i) The opening and closing balances of Securities

Premium Account are net of calls in arrears of ` 0.03 crore

(ii) Securities Premium Account :(a) Premium on shares issued which were held in abeyance out

of Rights issue of shares [previous year premium on shares

issued on conversion of Foreign Currency Convertible

Notes (FCCN) and held in abeyance out of

Rights issue of shares] 2.98 - 1,466.70 -(b) Premium on issue of shares through Qualified Institutional

Placement (QIP) - - 3,310.52 -(c) FCCN conversion expenses / QIP issue expenses, recovery of

expenses on issue of GDS and FCCN and brokerage, stamp duty

and other fees on Non-Convertible Debentures [net of tax ` Nil(2010-11 ` 1.77 crores)] - 76.69 0.51 193.71

(d) Premium on redemption of Debentures / FCCN / Convertible

Alternative Reference Securities (CARS) (net) (including

exchange differences and withholding tax)

[net of tax ` 15.99 crores (2010-11 ` 139.99 crores)] - 96.41 52.07 -

(e) Profit on sale of plant items written off in earlier years 6.20 - - -

9.18 173.10 4,829.80 193.71

(iii) Revaluation Reserve :Depreciation on revalued portion of assets taken over on

amalgamation of a company - 0.44 - 0.44

- 0.44 - 0.44

(iv) General Reserve :(a) Amount recovered (net) towards indemnity relating to

business amalgamated in prior year 0.04 - 0.28 -

(b) Amount transferred from Profit and Loss Account (Surplus) 125.00 - 200.00 -125.04 - 200.28 -

(v) Profit and Loss Account (Surplus) :(a) Profit after tax for the year 1,242.23 - 1,811.82 -

(b) Credit for dividend distribution tax 1.48 - - -(c) Proposed dividend - 1,280.70 - 1,274.23

(d) Tax on proposed dividend - 183.02 - 192.80

(e) Debenture Redemption Reserve - 70.00 - -

(f ) General Reserve - 125.00 - 200.00

1,243.71 1,658.72 1,811.82 1,667.03


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As at As at

March 31, March 31,

4. Long-term borrowings 2012 2011

(A) Secured

(a) Privately placed Non-Convertible Debentures [Notes (i) and (ii) (a), page 140] 3,750.00 4,100.00

(b) Term loans from banks :

Buyers’ line of credit (at floating interest rate) [Note (iii), page 140] 327.05 420.08

(c) Finance lease obligations [Note 30(A)(a)(ii), page 157] 30.71 10.49

4,107.76 4,530.57

(B) Unsecured

(a) Foreign Currency Convertible Notes (FCCN) /

Convertible Alternative Reference Securities (CARS) [ Note (iv), page 141] 597.36 2,632.59

(b) Privately placed Non-Convertible Debentures [Note (ii)(b), page 140] 400.00 400.00

(c) Term loans from banks :

(i) External Commercial Borrowings (ECB) -USD 500 million 2,544.13 -

(at floating interest rate) [Note (vi), page 141]

(ii) Buyers’ line of credit (at floating interest rate) [ note (iii), page 140] 38.02 22.93

(d) Deposits* [Note (v) page 141] :

(i) Deposits accepted from public 238.28 1,523.34

(ii) Deposits accepted from shareholders 78.95 569.99

3,896.74 5,148.85

8,004.50 9,679.42

* Includes from Directors - 1.32

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Information regarding long-term borrowings

(i) Nature of security (on loans including interest accrued thereon) :

(a) Rated, Listed, Secured, Credit Enhanced, 2% Coupon, Premium Redemption Non-Convertible Debentures amounting to

` 3,400 crores (including current maturities of long term debts) are secured by a second charge in favour of Vijaya Bank ,

Debenture Trustee and first ranking pari passu charge in favour of State Bank of India as security trustee on behalf of the

guarantors, by way of English mortgage of the Company’s lands, freehold and leasehold, together with all buildings,

constructions and immovable and movable properties situated at Chinchwad, Pimpri, Chikhali and Maval in Pune District and

plant and machinery and other movable assets situated at Pantnagar in the State of Uttarakhand and at Jamshedpur in the

State of Jharkhand. `350 crores are classified as current liabilities being maturing before March 31, 2013.

(b) Rated, Listed, Secured, 9.95% Coupon, Non-Convertible Debentures amounting to ` 200 crores and 10.25% Coupon, Non-

Convertible Debentures amounting to ` 500 crores are secured by a pari passu charge by way of an English mortgage of the

Company’s freehold land together with immovable properties, plant and machinery and other movable assets (excluding

stock and book debts) situated at Sanand in the State of Gujarat.

(c) Buyers line of credit from banks are secured by hypothecation of existing current assets of the Company viz. stock of raw

materials, stock in process, semi-finished goods, stores and spares not relating to plant and machinery (consumable stores and

spares), bills receivable and book debts including receivable from hire purchase / leasing and all other movable current

assets except cash and bank balances, loans and advances of the Company both present and future.

(ii) Schedule of repayment and redemption for Non-Convertible Debentures : (` in crores)

Non-Convertible Debentures (NCD’s) Redeemable on Principal Premium Total

(a) Secured :

10.25% Non-Convertible Debentures (2025) # April 30, 2025 150.00 - 150.00




9.95% Non-Convertible Debentures (2020) March 2, 2020 200.00 - 200.00

2% Non-Convertible Debentures (2016) March 31, 2016 1,250.00 919.23 2,169.23

2% Non-Convertible Debentures (2014) March 31, 2014 1,800.00 658.05 2,458.05

# The Company has a call option to redeem, either in part or full, at the end of 8th year from the date of allotment i.e. April 30, 2018.

(b) Unsecured :

9.70% Non-Convertible Debentures (2020) June 18, 2020 150.00 - 150.00

9.75% Non-Convertible Debentures (2020) May 24, 2020 100.00 - 100.00

9.90% Non-Convertible Debentures (2020) May 7, 2020 150.00 - 150.00

(iii) The buyers line of credit from banks is repayable within a maximum period of three years from the drawdown dates. All the

repayments are due from 2012-13 to 2014-15.


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(iv) Foreign Currency Convertible Notes (FCCN) and Convertible Alternative Reference Securities (CARS) :The Company issued the FCCN and CARS which are convertible into Ordinary shares or ADSs. Additionally, CARS can be

converted into Qualifying securities* in case there has been a qualifying issue as per the terms of issue. The particulars, terms of

issue and the status of conversion as at March 31, 2012 are given below :

Issue 1% FCCN (due 2011) 0% CARS (due 2012) ** 4% FCCN (due 2014)Issued on April 27, 2004 July 11, 2007 October 15, 2009

Issue amount (in INR at US $ 300 million US $ 490 million US $ 375 million

the time of the issue) (` 1,315.50 crores) (` 1,992.71 crores) (` 1,794.19 crores)

Face value US $ 1,000 US $ 100,000 US $ 100,000

Conversion Price per share ` 780.40 ` 960.96 ` 623.88

at fixed exchange rate US $ 1 = ` 43.85 US $ 1 = ` 40.59 US $ 1 = ` 46.28

Reset conversion price ` 736.72 ` 181.43 ` 121.34

(Due to Rights issue,GDS issue

and subdivision of shares) US $ 1 = ` 43.85 US $ 1 = ` 40.59 US $ 1 = ` 46.28

Exercise period June 7, 2004 to October 11, 2011 November 25, 2009

March 28, 2011 to June 12, 2012 (for conversion into

shares or GDSs) and

October 15, 2010 (for

conversion into

ADSs) to

October 9, 2014

Early redemption at the option any time (in whole i) after October 11, 2011 i) any time on or after

of the Company subject to but not in part) in the at our option (in whole October 15, 2012 (in

certain conditions event of certain changes but not in part) whole but not in

affecting taxation in India part) at our option

or or

ii) any time (in whole ii) any time (in whole

but not in part) in the but not in part) in the

event of certain changes event of certain

affecting taxation in India changes affecting

taxation in India

Redeemable on April 27, 2011 July 12, 2012 October 16, 2014

Redemption percentage of

the principal amount 121.781% 131.820% 108.505%

Amount converted US $ 299.10 million Nil US $ 257.60 million

Aggregate conversion into

shares / ADRs 2,29,50,915 Nil 1,94,23,734

Aggregate notes redeemed 898 Nil Nil

Aggregate notes bought back Nil 170 Nil

Notes outstanding as at March 31, 2012 Nil 4,730 1,174

Amount outstanding as at March 31, 2012 Nil US $ 473.00 million US $ 117.40 million

(` 2,406.74 crores) (` 597.36 crores)

Aggregate amount of shares that

could be issued on conversion of

outstanding notes Nil 10,58,18,480 4,47,77,255 @

* Qualifying securities holders will have no or differential voting rights in comparison to the existing shareholders and will have

no rights to withdraw the underlying shares except upon certain conditions as per the terms of issue.

@ Increased due to cash dividend distribution antidilution adjustment as per terms of issue.

** Classified as current liabilities as maturing before March 31, 2013.

(v) Fixed deposits from public and shareholders :These are unsecured deposits for a fixed tenor of up to three years bearing interest rates ranging from 8% to 12.5%

(vi) ECB loan schedule of repayment:Date Repayment Amount Repayment Amount

(USD Million) (` crores)*September 12, 2018 150 763.24

September 12, 2017 150 763.24

September 12, 2016 100 508.83

September 14, 2015 100 508.83

* at exchange rate of 1 US $ = ` 50.8825 as at March 31, 2012.

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As at As at

March 31, March 31,

5. Deferred tax liabilities (net) 2012 2011

(a) Major components of deferred tax arising on account oftiming differences are:

Liabilities:

Depreciation (1,237.11) (1,176.14)

Product development cost (1,808.58) (1,530.73)

Others (50.35) (1.29)

(3,096.04) (2,708.16)

Assets:

Employee benefits / expenses allowable on payment basis 101.82 92.54

Provision for doubtful debts 171.29 157.69

Premium on redemption of CARS

(including exchange fluctuation on premium) 126.74 111.13

Unabsorbed depreciation and business losses 566.99 281.83

Others 23.79 41.81

990.63 685.00

Net deferred tax liability (2,105.41) (2,023.16)

(b) Tax expense :

(i) Current tax

Current tax 289.44 434.76

Less : Minimum Alternate Tax (MAT credit) (288.88) (426.36)

0.56 8.40

(ii) Deferred tax

Opening deferred tax 2,023.16 1,508.64

Debited /(credited) to Securities Premium Account (15.99) 138.22

2,007.17 1,646.86

Closing Deferred Tax 2,105.41 2,023.16

Deferred tax charge for the period 98.24 376.30

Total 98.80 384.70

As at As at

March 31, March 31,

6. Other long-term liabilities 2012 2011

(a) Liability towards premium on redemption of Non-Convertible Debentures 1,577.28 1,673.83

(b) Deferred payment liabilities 286.25 328.32

(c) Interest accrued but not due on borrowings 33.24 151.47

(d) Others 62.86 67.43

1,959.63 2,221.05


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As at As at

March 31, March 31,

7. Long-term provisions 2012 2011

(a) Employee benefit obligation 401.33 378.13

(b) Product warranty [Note 37(a), page 164] 65.50 51.98

(c) Provision for deliquency [Note 37(b), page 164] 108.81 9.96

(d) Premium for redemption of Foreign Currency Convertible Notes (FCCN)

and Convertible Alternative Reference Securities (CARS) [Note 37(c), page 164] 56.77 800.22

(e) Others 13.85 12.96

646.26 1,253.25

As at As at

8. Short-term borrowings March 31, March 31,

2012 2011

(A) SecuredFrom banks [Note below]

(i) Loans, cash credit and overdrafts accounts 326.91 221.88

(ii) Buyers line of credit 1,020.01 585.31

(iii) Foreign Currency Non Repatriable Borrowings [FCNR(B)] 1,461.09 2,370.76

2,808.01 3,177.95

(B) Unsecured(a) From banks - 200.00

(b) Loans and advances from subsidiaries and associates 67.85 11.00

(c) Deposits - 50.00

(d) Commercial paper [maximum balance outstanding during the year 131.27 1,519.82

` 1,540 crores (2010-2011 : ` 3,390 crores)]

199.12 1,780.82

3,007.13 4,958.77

Note :

Loans, cash credits, overdrafts and buyers line of credit from banks and Foreign Currency Non Repatriable Borrowings [FCNR(B)] are

secured by hypothecation of existing current assets of the Company viz. stock of raw materials, stock in process, semi-finished goods,

stores and spares not relating to plant and machinery (consumable stores and spares), bills receivable and book debts including receivable

from hire purchase / leasing and all other moveable current assets except cash and bank balances, loans and advances of the Company

both present and future.

(` in crores)


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As at As at

March 31, March 31,

9. Trade payables 2012 2011

(a) Acceptances 3,808.24 4,864.73

(b) Other than acceptances* [Note 44 (iv), page 168] 4,936.59 3,952.54

8,744.83 8,817.27

* Includes payable to subsidiary companies :

Sheba Properties Ltd - 0.52

TAL Manufacturing Solutions Ltd 16.09 37.45

Tata Motors European Technical Centre Plc 7.91 10.35

Tata Motors Finance Ltd 84.84 62.05

Tata Technologies Ltd 18.15 21.05

TML Distribution Company Ltd 102.22 -

Jaguar Cars Ltd 6.44 14.32

Land Rover 41.10 24.51

Trilix Srl, Turin (Italy) 14.02 2.30

As at As at

March 31, March 31,

10. Other current liabilities 2012 2011

(a) Interest accrued but not due on borrowings 365.05 239.98

(b) Current maturities of long term borrowings [Note below] 4,868.94 1,277.24

(c) Liability for capital expenditure 415.78 334.66

(d) Liability for deposits & retention 37.67 53.74

(e) Deferred payment liabilities 75.30 75.30

(f ) Advance and progress payments from customers 717.55 596.70

(g) Statutory dues (VAT, Excise, Service tax, Octroi etc) 591.98 540.10

(h) Liability towards premium on redemption of Non-Convertible Debentures 96.55 -

(i) Liability towards Investors Education and Protection Fund under Section 205C of

the Companies Act, 1956 (IEPF) not due

(i) Unpaid dividends 15.83 12.55

(ii) Unclaimed matured deposits 171.69 9.66

(iii) Unclaimed matured debentures 0.21 0.21

(iv) Unclaimed interest on deposits and debentures 1.68 0.92

(j) Derivative financial instruments 27.02 1.91

(k) Others 85.70 67.40

7,470.95 3,210.37

Note :Current maturities of long term borrowings consist of :(i) Non-Convertible Debentures 350.00 -

(ii) Buyers credit (capex) in foreign currency 354.34 68.01

(iii) Foreign Currency Convertible Notes (FCCN) / Convertible

Alternative Reference Securities (CARS) 2,406.74 4.00

(iv) Fixed deposits* 1,744.03 1,199.02

(v) Finance lease obligations [Note 30(A)(a)(ii), page 157] 13.83 6.21

4,868.94 1,277.24

* Includes from Directors 0.20 10.20

As at As at

March 31, March 31,

11. Short-term provisions 2012 2011

(a) Employee benefit obligation 38.17 26.16

(b) Product warranty [Note 37(a), page 164] 387.26 346.27

(c) Current income tax (net of payment) 181.08 160.42

(d) Premium on redemption of Foreign Currency Convertible Notes (FCCN)

and Convertible Alternative Reference Securities (CARS)[Note 37(c), page 164] 855.73 0.87

(e) Proposed dividend 1,280.70 1,274.23

(f ) Provision for tax on dividends 183.02 192.80

(g) Others 28.60 13.11

2,954.56 2,013.86


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12. Tangible assets

Particulars Cost as Additions / Deduc- Cost Accumulated Depreciation Deductions / Accumulated Net bookat April adjustments tions / as at depreciation for the adjustments depreciation value1, 2011 [Note (iv)] adjustm- March April year for the up to as at

ents 31, 2012 1, 2011 year March March 31, 2012 31, 2012

[I] Owned assets :(i) Land 519.76 - - 519.76 - - - - 519.76

519.76 - - 519.76 - - - - 519.76

(ii) Buildings [Notes (i) & (ii) (a)] 2,063.46 289.23 0.58 2,352.11 411.90 63.35 0.28 474.97 1,877.141,542.80 521.03 0.37 2,063.46 353.82 58.16 0.08 411.90 1,651.56

(iii) Plant, machinery and equipment 14,345.53 1,554.42 74.69 15,825.26 6,124.39 1,016.73 69.67 7,071.45 8,753.81 [Notes (ii) (a) & (iii)] 11,741.32 2,699.02 94.81 14,345.53 5,293.77 920.33 89.71 6,124.39 8,221.14

(iv) Furniture and fixtures [Note (iii)] 78.88 31.19 0.22 109.85 39.68 4.98 0.20 44.46 65.3966.97 11.96 0.05 78.88 36.14 3.57 0.03 39.68 39.20

(v) Vehicles [Note (iii)] 133.29 26.43 20.18 139.54 75.59 19.52 16.75 78.36 61.18117.68 25.86 10.25 133.29 68.06 15.94 8.41 75.59 57.70

(vi) Office equipment 45.05 2.58 1.36 46.27 15.77 2.52 0.18 18.11 28.1639.10 6.25 0.30 45.05 14.07 2.00 0.30 15.77 29.28

(vii) Computers and other IT assets 524.17 43.34 13.64 553.87 415.50 34.74 12.91 437.33 116.54489.12 45.29 10.24 524.17 378.41 43.00 5.91 415.50 108.67

(viii) Water system and 141.36 22.95 - 164.31 40.06 6.66 - 46.72 117.59sanitation [Note (ii)(a)] 109.08 32.28 - 141.36 33.82 6.24 - 40.06 101.30

[II] Assets given on lease :(i) Plant, machinery and 395.81 - 3.02 392.79 379.09 4.86 6.95 377.00 15.79

equipment 395.81 - - 395.81 378.75 4.86 4.52 379.09 16.72

[III] Assets taken on lease :(i) Leasehold land [Note (ii)(b)] 118.73 - - 118.73 10.08 1.18 - 11.26 107.47

102.47 16.26 - 118.73 8.51 1.57 - 10.08 108.65

(ii) Buildings 31.28 - - 31.28 3.21 0.08 (0.43) 3.72 27.5631.28 - - 31.28 2.70 0.08 (0.43) 3.21 28.07

(iii) Plant, machinery and 36.43 - - 36.43 27.86 2.08 - 29.94 6.49equipment 36.43 - - 36.43 25.30 2.55 (0.01) 27.86 8.57

(iv) Computers and other IT assets 63.92 49.29 - 113.21 42.58 21.04 - 63.62 49.5953.22 10.70 - 63.92 29.93 12.65 - 42.58 21.34

TOTAL TANGIBLE ASSETS 18,497.67 2,019.43 113.69 20,403.41 7,585.71 1,177.74 106.51 8,656.94 11,746.4715,245.04 3,368.65 116.02 18,497.67 6,623.28 1,070.95 108.52 7,585.71 10,911.96

Notes:(i) Buildings include ` 8,631 (as at March 31, 2011 ` 8,631) being value of investments in shares of Co-operative Housing Societies.

(ii) (a) Buildings, water system and sanitation and plant and machinery include gross block of ` 4.76 crores, ` 1.93 crores and ` 8.83 crores (as at March 31, 2011 ` 4.76 crores,

`1.93 crores and ` 3.76 crores) and net block of ` 0.08 crore, ` 0.18 crore and ` 4.69 crores respectively (as at March 31, 2011 ` 0.08 crore, ` 0.26 crore and

` 0.31 crore) in respect of expenditure incurred on capital assets, ownership of which does not vest in the Company.

(b) The registration of leasehold land of ` 10.80 crores (as at March 31, 2011 ` 10.80 crores) is in process.

(iii) Includes plant, machinery and equipment, furniture and fixtures, office equipments, vehicles and computers and other IT assets having gross block of ` 142.84 crores, ` 0.14 crore,` 1.27 crores, ` 1.39 crores and ` 119.46 crores (as at March 31, 2011 ` 154.22 crores, ` 0.11 crore, ` 0.33 crore, ` 0.40 crore and ` 141.58 crores), and net block of ` 5.24 crores,

` 0.01 crore, ` 0.07 crore, ` 0.02 crore and ` 0.28 crore (as at March 31, 2011 ` 5.80 crores, ` 0.01 crore, ` 0.01 crore, ` 0.02 crore and ` 0.48 crore) respectively, held for disposal.

(iv) Additions / adjustments include capitalisation of exchange loss mainly on plant, machinery and equipment of ` 165.08 crores (2010-2011 capitalisation of exchange loss of ̀ 54.18

crores).

(v) Depreciation excludes :

(a) Lease equalisation of ` 4.51 crores (2010-2011 ` 4.51 crores) adjusted in lease rental income.

(b) Depreciation of ` 0.44 crore (2010-2011 ` 0.44 crore) on revalued portion of gross block transferred to Revaluation Reserve.

13. Intangible assets

Particulars Cost as Additions / Deduc- Cost Accumulated Amortisation Deductions / Accumulated Net bookat April adjustments tions / as at amortisation for the adjustments amortisation value1, 2011 ** adjust- March as at year for the up to as at

ments 31, 2012 April year March March1,2011 31, 2012 31, 2012

(i) Technical Know-how # 34.51 - - 34.51 34.51 - - 34.51 -34.51 - - 34.51 34.51 - - 34.51 -

(ii) Computer software # 307.56 75.63 0.87 382.32 235.79 41.63 0.56 276.86 105.46259.82 47.74 - 307.56 194.67 38.74 (2.38) 235.79 71.77

(iii) Product development cost * 3,043.58 1,121.57 - 4,165.15 610.24 387.37 0.05 997.56 3,167.592,877.44 166.14 - 3,043.58 360.46 251.08 1.30 610.24 2,433.34

TOTAL INTANGIBLE ASSETS 3,385.65 1,197.20 0.87 4,581.98 880.54 429.00 0.61 1,308.93 3,273.053,171.77 213.88 - 3,385.65 589.64 289.82 (1.08) 880.54 2,505.11

Notes :* Internally generated intangible asset

# Other than internally generated intangible asset

** Additions / adjustments include capitalisation of exchange loss mainly on product development cost of ` 25.47 crores (2010-2011 capitalisation of exchange gain of ` 0.69 crores).

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As at As at

14. Non-current investments March 31, 2012 March 31, 2011

Number Face value Description

per unit

Long-term investments (at cost)(A) Trade investments

(1) Fully paid Ordinary / Equity shares (quoted)(i) Associates

29,81,749 1 0 Automobile Corporation of Goa Ltd. 108.21 103.76

(142,936 shares acquired during the period)

(ii) Others44,32,497 1 0 Tata Steel Ltd 245.04 245.04

70,249 1 0 Tata Chemicals Ltd 0.24 0.24

353.49 349.04

(2) Fully paid Ordinary / Equity shares (unquoted)(i) Investments in subsidiary companies

75,00,000 100 Sheba Properties Ltd 75.00 75.00

3,03,00,600 1 0 Tata Technologies Ltd 224.10 224.10

36,98,120 1 0 Concorde Motors (India) Ltd 49.63 29.63

(1,250,000 shares acquired during the period)

6,50,00,000 1 0 TAL Manufacturing Solutions Ltd 150.00 150.00

- 1 0 HV Transmissions Ltd [Note 14 page 148] - 68.00

7,70,00,000 1 0 TML Drivelines Limited [Note 14 page 148] 448.85 76.50

(Formerly known as HV Axles Ltd)


25,00,000 1 0 Tata Motors Insurance Broking and Advisory Services Ltd 19.31 19.31

[Note 12 page 148]

30,16,060 (KR W ) 5,000 Tata Daewoo Commercial Vehicle Co. Ltd (Korea) 245.41 245.41

32,62,494 (GBP) 1 Tata Motors European Technical Centre Plc, UK

[Note 6, page 147] 25.89 19.85

(794,341 shares acquired during the period)

7,900 - Tata Technologies Inc 0.63 0.63

117,00,00,000 1 0 Tata Motors Finance Ltd 2,050.00 1,750.00


8,67,00,000 1 0 Tata Marcopolo Motors Ltd [Note 7, page 148] 86.70 86.70

22,50,00,000 1 0 TML Distribution Company Ltd 225.00 225.00

1,48,69,900 ( THB) 100 Tata Motors (Thailand) Ltd [Note 8, page 148] 209.89 135.15


1,19,02,200 (ZAR) 1 Tata Motors (SA) (Proprietary) Ltd 7.81 7.81

(200 shares acquired during the period)

100 (SGD) 1 TML Holdings Pte Ltd, (Singapore) [`2,778.73] - -

254,66,59,318 (USD) 1 (91,666,700 shares sold during the period)

[Note 9, page 148] 11,816.76 12,814.00

1,34,523 (EUR) 31.28 Tata Hispano Motors Carrocera S.A. [Note 10, page 148] 17.97 17.97

1,83,59,203 (SGD) 1 Tata Precision Industries Pte. Ltd (Singapore) 40.53 40.53

Trilix Srl., Turin (Italy) [Note 13, page 148] 11.94 11.94

15,705.42 15,997.53

(ii) Associates16,000 (TK) 1,000 NITA Co. Ltd (Bangladesh) 1.27 1.27

9,00,00,000 1 0 Tata Cummins Ltd 90.00 90.00

5,23,33,170 1 0 Tata AutoComp Systems Ltd 77.47 77.47

3,97,50,000 1 0 Telco Construction Equipment Company Ltd [Note 5, page 147] 79.50 79.50

248.24 248.24

(iii) Joint venture (JV)9,59,96,395 100 Fiat India Automobiles Ltd [Note 11, page 148] 1,242.04 1,199.54


(iv) Others25,000 1,000 Tata International Ltd 3.85 3.85

1,383 1,000 Tata Services Ltd 0.14 0.14

350 900 The Associated Building Company Ltd 0.01 0.01

1,03,10,242 100 Tata Industries Ltd. 183.19 183.19

1,35,000 100 Tata Projects Ltd 4.68 4.68

33,600 100 Kulkarni Engineering Associates Ltd 0.67 0.67

12,375 1,000 Tata Sons Ltd 68.75 68.75

2,25,00,001 1 0 Haldia Petrochemicals Ltd. 22.50 22.50

2,40,000 1 0 Oriental Floratech (India) Pvt. Ltd 0.24 0.24

39,05,624 1 0 Tata Capital Ltd 5.86 5.86

289.89 289.89

Carried forward 17,839.08 18,084.24

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Long-term investments (at cost) (contd.)

Brought forward 17,839.08 18,084.24

(3) Fully paid Cumulative Redeemable Preference shares

(unquoted)

(a) Subsidiaries

13,54,195 100 7% Concorde Motors (India) Ltd 13.54 13.54

- - 6.25% TML Holdings Pte Ltd, (Singapore) [Note 5, page 149] - 4,487.03

13,63,624 (GBP) 1 6% Tata Motors European Technical Centre Plc, UK 11.12 9.75

24.66 4,510.32

(b) Associates

- - 8% Tata AutoComp Systems Ltd - 21.00

(c) Others

- - 7.5% Tata Sons Ltd - 10.00

24.66 4,541.32

(4) Non-Convertible Debentures (unquoted)

(i) Others

- - 8% Tata Projects Ltd - 0.75

(B) Other investments

(1) Fully paid Equity shares (unquoted)

50,000 1 0 NICCO Jubilee Park Ltd. 0.05 0.05

17,863.79 22,626.36

Less : Provision for Diminution in value of

Long-term investments 108.73 108.73

(2) Retained interest in securitisation

transactions (unquoted) 0.37 0.58

(3) Advance towards investments

Tata Motors European Technical Centre Plc, UK 121.56 -

Tata International 25.00 -

PT Tata Motors Indonesia 1.30 -

Concorde Motors (India) Ltd - 20.00

147.86 20.00

Total non-current investments 17,903.29 22,538.21

As at As at

14. Non-current investments (contd.) March 31, 2012 March 31, 2011

Number Face value Description

per unit

Notes :

(1) Face value per unit is in Rupees unless stated otherwise

As at As at

March 31, 2012 March 31, 2011

(2) Book value of quoted investments 353.49 349.04

(3) Book value of unquoted investments 17,549.80 22,190.15

(4) Market value of quoted investments 299.54 379.16

(5) As per the shareholders agreement dated March 30, 2010, between Hitachi Construction Machinery Co. Ltd and the Company,

these shares are under restriction for sale, assignment or transfer for a period of 3 years from the date of the agreement except

under certain circumstances as provided in the said agreement.

(6) The Company has given a letter of comfort to Standard Chartered Bank, London for GBP 15 million (`122.30 crores as on March 31,

2012) against loan extended by the bank to Tata Motors European Technical Centre Plc, UK (TMETC). Also the Company has given

an undertaking to Standard Chartered Bank, London to retain 100% ownership of TMETC at all times during the tenor of the loan.

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(7) The Company has given a letter of comfort to HDFC Bank against the short term and long term loans aggregating `235 crores given

by HDFC Bank to Tata Marcopolo Motors Ltd (TMML). The letter of comfort is restricted to 51% of loan amount i.e. ` 120 crores. Also

the Company has given an undertaking to HDFC Bank that it will not dilute its stake below 51% during the tenor of the loan.

(8) The Company has given a letter of comfort to Citibank NA towards the short term and long term loans aggregating THB 1,055

million (` 174.19 crores as on March 31, 2012) given by Citibank NA to Tata Motors (Thailand) Ltd (TMTL). The Company has also

given letter of comfort to ICICI Bank towards working capital facility aggregating THB 300 million (` 49.53 crores as on March

31,2012) given by ICICI Bank to TMTL. Further the Company has given an undertaking to Citibank NA as well as to ICICI Bank for non-

disposal of its shareholding in TMTL below 51% during the tenor of the loan.

(9) The Company has given a letter of comfort to GE Commercial Distribution Finance Europe Ltd for revolving syndicated loan facility

to Jaguar Cars Ltd and Land Rover for outstanding balance of GBP 50.20 million (` 409.31 crores as on March 31, 2012). Also the

Company has given an undertaking to GE Commercial Distribution Finance Europe Ltd to retain ultimate 100% ownership of

Jaguar Cars Ltd and Land Rover at all times during the tenor of the loan.

(10) The Company has given a letter of comfort to Citibank NA against working capital loans extended by the bank to Tata Hispano

Motors Carrocera, S.A. (Hispano) aggregating Euro 25 million (` 169.86 crores as on March 31, 2012). The Company has also given

a letter of comfort to Banco de Valencia against bill discounting facility extended by the bank to Hispano aggregating Euro 2

million (` 13.59 crores as on March 31, 2012).The Company has also given an undertaking to Citibank NA and Banco de Valencia for

non-disposal of its shareholding in Hispano during the tenor of the loan.

(11) The Company has given letter of comfort to certain banks and other lenders against credit facilities extended to Fiat India

Automobiles Ltd for Rs 1,600 crores and Euro 130 million (` 883.29 crores as on March 31, 2012). The letter of comfort is restricted

to 50% of the value of credit facilities extended i.e. ` 1,241.65 crores.

(12) The Company has given a letter of comfort to HDFC Bank amounting to ` 1 crore against working capital facility to Tata Motors

Insurance Broking and Advisory Services Limited (TMIBASL). Also the Company has given an undertaking to HDFC Bank that it will

not dilute its stake below 51% during the tenor of the loan.

(13) Trilix Srl., Turin (Italy) is a limited liability company.

(14) In terms of the Scheme of Amalgamation sanctioned by order dated July 29, 2011 of Hon’ble High Court of Bombay, HV Transmission

Ltd has been amalgamated with TML Drivelines Ltd (formerly known as HV Axles Ltd) with effect from April 1, 2011.

(15) Trade investments also include :

Number Face Descriptionvalue

per unit` ` `

5,000 10 Metal Scrap Trade Corporation Ltd 25,000 25,000

50 5 Jamshedpur Co-operative Stores Ltd 250 250

16,56,517 1(M$) Tatab Industries Sdn. Bhd. Malaysia 1 1

4 25,000 ICICI Money Multiplier Bond 1 1

100 10 Optel Telecommunications 1,995 1,995

200 10 Punjab Chemicals 1 1


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Current investments - others (at cost or fair valuewhichever is lower)(A) Trade investments(1) Fully paid Cumulative Redeemable Preference

shares (unquoted)(i) Subsidiaries

50,28,999 (USD) 100 6.25% TML Holdings Pte Ltd, (Singapore)[Note 5, below] 2,558.25 -

(7,055,000 shares redeemed and 2,020,000 shares

acquired during the period)

(ii) Associates2,10,00,000 10 8% Tata AutoComp Systems Ltd 21.00 -

(iii) Others1,00,000 1,000 7.5% Tata Sons Ltd 10.00 -

31.00 -(B) Other investments 2,589.25 -(1) Investments in mutual fund (unquoted)

liquid/liquid plus schemes- - SBI Debt Fund Series 90 Days - 38 Dividend - 25.00

- - Birla Sun Life Short Term FMP - Series 6

Dividend Payout - 15.00

- - Tata Fixed Maturity Plan - Series 28 Scheme A - Dividend - 20.00

- - DSP Blackrock FMP - 3M Series 29 - Dividend Payout - 25.00

- 85.00

(2) Investments in Equity shares (unquoted)35,000 10 Elcot Power Control Ltd 0.37 0.37

91,800 10 Munis Forge Ltd. 0.37 0.37

30,997 10 Roofit Industries Ltd. 0.19 0.19

0.93 0.93

(3) Investments in Government securities (quoted)- - 12.00% Uttar Pradesh 2011 Stock - 0.02

(redeemed during the period)

(4) Investments in Preference shares (unquoted)1,00,000 100 15.50% Pennar Paterson Securities Ltd 1.00 1.00

2,00,000 100 15.00% Atcom Technologies Ltd. - Cumulative

Preference Shares 2.00 2.00

3.00 3.00

(5) Non-Convertible Debentures (unquoted)2,500 3,000 8% Tata Projects Ltd

(2,500 debentures redeemed during the period) 0.75 0.75

4.68 89.7

Less : Provision for diminution in value of

current investments 3.93 3.93

0.75 85.77

(C) Retained interest in securitisation transactions(unquoted) 0.26 0.23

Total current investments 2,590.26 86.00

15. Current investments As at As at

Number Face value Description March 31, 2012 March 31, 2011

per unit

Notes:

(1) Face value per unit is in Rupees unless stated otherwise

(2) Book value of quoted investments - 0.02

(3) Book value of unquoted investments 2,590.26 85.98

(4) Market value of quoted investments - 0.02

(5) During the year, the terms of 6.25 % Cumulative Redeemable Preference Shares (CRPS) of TML Holdings Pte Ltd,

(Singapore) (TMLHS) were revised vide a special resolution whereby any holder or issuer can redeem its holdings by giving

one months’ notice in writing.

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As at As at

March 31, March 31,

16. Long-term loans and advances 2012 2011

(A) Secured(a) Finance receivables [Note below] - 124.67

- 124.67

(B) Unsecured(a) Loans to employees 43.10 46.90

(b) Loan to a Joint Venture (FIAT India Automobiles Ltd) 265.00 265.00

(c) Loans to subsidiaries (net of provision for

impairment and doubtful loans of ` 153.95 crores

[as at March 31, 2011 ` 23.95 crores]) 407.51 405.28

(d) Taxes recoverable, statutory deposits and dues

from government 723.76 872.52

(e) Capital advances 163.66 259.53

(f ) Credit entitlement of Minimum Alternate Tax (MAT) 1,447.04 1,158.16

(g) Non-current income tax assets (net of provisions) 321.89 248.17

(h) Others 116.15 49.41

3,488.11 3,304.97

3,488.11 3,429.64

Note :As at As at

March 31, March 31,

2012 2011

Finance receivables (Secured) ***

Vehicle loans *

Considered good 101.95 246.91

Considered doubtful 313.23 291.48

415.18 538.39

Less: Allowances for doubtful loans ** (313.23) (291.48)

101.95 246.91

Current portion 101.95 122.24

Non-current portion - 124.67

* Includes ` 204.84 crores (as at March 31, 2011 ` 257.07 crores)

on account of overdue securitised receivables

** Includes ` 159.50 crores (as at March 31, 2011 `154.57 crores)

towards securitised receivables.

*** Loans are secured against hypothecation of vehicles.

As at As at

March 31, March 31,

17. Other non-current assets 2012 2011

(a) Prepaid debt issue cost 53.55 -

(b) Prepaid expenses - 0.25

(c) Interest accrued on deposits / loans 46.87 34.59

100.42 34.84

(` in crores)



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As at As at

March 31, March 31,

18. Inventories 2012 2011

(a) Stores and spare parts (at or below cost) 140.89 117.65

(b) Consumable tools (at cost) 18.90 17.75

(c) Raw materials and components 1,462.14 1,487.94

(d) Work-in-progress 427.55 423.80

(e) Finished goods 2,189.58 1,481.78

(f ) Stock-in-trade (in respect of goods acquired for trading) 93.38 181.09

(g) Goods-in-transit (at cost)

(i) Raw materials and components 132.82 115.35

(ii) Finished goods 122.97 66.03

4,588.23 3,891.39

Note : Items (c), (d), (e) and (f ) above are valued at lower of cost and net realisable value.

As at As at

March 31, March 31,

19. Trade receivables 2012 2011

(a) Due over six months :Considered good (unsecured) 274.23 445.61

Considered doubtful 178.30 135.66

452.53 581.27

Less : Allowances for doubtful debts (178.30) (135.66)

274.23 445.61

(b) Others :Considered good (unsecured) 2,434.09 2,157.27

Considered doubtful 2.93 -

2,437.02 2,157.27

Less : Allowances for doubtful debts (2.93) -

2,434.09 2,157.27

2,708.32 2,602.88

(` in crores)


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As at As at

March 31, March 31,

20. Cash and bank balances 2012 2011

(A) Cash and cash equivalents(a) Cash on hand 1.76 3.22

(b) Cheques on hand 54.25 173.23

(c) Current accounts with banks # 863.50 450.00

(d) Bank deposits with upto 3 months maturity 0.13 725.69

919.64 1,352.14

(B) Other bank balances (with more than 3 months but less than 12 months maturity)(a) Earmarked balance with banks 195.57 82.34

(b) Bank deposits* 600.07 525.27

(c) Margin money / cash collateral with banks 0.02 90.31

795.66 697.92

(C) Other bank balances (with more than 12 months maturity)(a) Margin money / cash collateral with banks 95.66 363.76

(b) Bank deposits with maturity more than 12 months 30.00 15.10

125.66 378.86

1,840.96 2,428.92

# Includes

- Remittances in transit 43.56 318.55

- In foreign currencies 759.19 34.17

* Includes unutilised proceeds from Qualified Institutional Placement (QIP) issue - 505.00

As at As at

March 31, March 31,

21. Short-term loans and advances 2012 2011

(A) Secured(a) Finance receivables [Note 16, page 150] 101.95 122.24

101.95 122.24

(B) Unsecured(a) Advances and other receivables recoverable [Note i]

(net of provision for doubtful advances of ` 59.63 crores(as at March 31, 2011 ` 61.14 crores)) 173.77 272.51

(b) Inter corporate deposits (ICD)

(net of provision for Doubtful ICDs of ` 1.22 crores( as at March 31, 2011 ` 1.22 crores)) 48.82 64.85

(c) Dues from subsidiary companies [Note ii] 79.53 109.23

(d) VAT, other taxes recoverable, statutory deposits

and dues from Government 1,102.92 887.54

(e) Current income tax assets (net of provisions) 357.83 363.86

(f ) Others 6.92 30.39

1,769.79 1,728.38

1,871.74 1,850.62

Note :(i) Loans and advances due from Directors & officers 0.09 0.10

(ii) Dues from subsidiary companies

(i) TML Drivelines Ltd (formerly known as HV Axles Ltd) 7.07 2.34

(ii) HV Transmissions Ltd (merged with TML Drivelines Ltd w.e.f.April 1, 2011) - 4.22

(iii) Tata Daewoo Commercial Vehicle Co. Ltd 0.24 1.00

(iv) Tata Marcopolo Motors Ltd. 10.87 59.86

(v) Tata Motors (Thailand) Ltd 24.91 15.28

(vi) TML Distribution Company Ltd - 8.96

(vii) TML Holdings Pte. Ltd, Singapore - 2.13

(viii) Tata Motors (SA) (Proprietary) Ltd 2.32 -

(ix) TAL Manufacturing Solutions Ltd 0.27 0.27

(x) Tata Hispano Motors Carrocera S.A. 33.85 15.17

79.53 109.23

As at As at

March 31, March 31,

22. Other current assets 2012 2011

(a) Prepaid debt issue cost 13.96 -

(b) Prepaid expenses 39.65 64.83

(c) Interest accrued on deposits / loans 59.34 38.99

(d) Derivative financial instruments 0.46 8.03

113.41 111.85

(` in crores)



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23. Total revenue 2011-2012 2010-2011

1. Revenue from operations

(a) Sale of products [Note 1] [Note 39, page 166] 58,650.42 50,710.45

(b) Sale of services 195.11 125.96

(c) Income from hire purchase / loan contracts [Note 2] 74.25 114.50

58,919.78 50,950.91

(d) Other operating revenues 301.16 233.04

59,220.94 51,183.95

2. Other income

(a) Interest income 363.67 239.71

(b) Dividend income [Note 3] 180.63 180.98

(c) Profit on sale of investments [Net] 29.78 2.28

574.08 422.97

Note : 2011-2012 2010-2011

(1) Includes exchange (loss)/ gain (net) (52.48) 64.38

(2) Income from vehicle loan contract includes :

(a) Income from securitisation / sale of receivables

of loan contracts (net) 0.67 (1.54)

(b) Interest income from loan contracts (net) 64.82 104.94

(3) Includes dividend on

(a) Trade investments (non-current) 65.56 65.46

(b) Dividend from subsidiary companies 113.83 92.33

(c) Other investments (current) 1.24 23.19

(` in crores)


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24. Employee cost/ benefits expense 2011-2012 2010-2011

(a) Salaries, wages and bonus 2,193.80 1,841.62

(b) Contribution to provident fund and other funds 210.55 219.49

(c) Staff welfare expenses 287.10 232.91

2,691.45 2,294.02

25. Finance cost 2011-2012 2010-2011

(a) Interest 1,058.61 1,064.95

Less: Transferred to capital account (209.17) (148.00)

849.44 916.95

(b) Discounting charges 369.18 466.75

1,218.62 1,383.70

26. Other Expenses 2011-2012 2010-2011

(a) Processing charges 2,057.51 1,676.07

(b) Consumption of stores and spare parts 753.02 625.45

(c) Power and fuel 550.89 471.28

(d) Rent 65.34 52.43

(e) Repairs to buildings 80.43 50.86

(f ) Repairs to plant, machinery etc 95.15 77.39

(g) Insurance 68.35 55.11

(h) Rates and taxes 34.03 28.70

(i) Freight, transportation, port charges, etc. 1,052.87 743.90

(j) Publicity 948.65 724.52

(k) Excise duty on closing stock 89.34 15.12

(l) Works operation and other expenses [Note below] 2,609.93 2,217.52

8,405.51 6,738.35

2011-2012 2010-2011

Note:

Works operation and other expenses include(a) Warranty expenses 368.92 382.81

(b) Computer expenses 432.93 338.53

(c) Consultancy 275.23 177.58

(d) Provisions and write off for sundry debtors, vehicle loans and advances 103.04 184.08

(` in crores)



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27. Movement of Foreign Currency Monetary Item Translation Difference Account (net) : 2011-2012 2010-2011

Opening balance - 161.69

Exchange loss during the year 630.47 (14.08)

Amortisation of exchange fluctuation for the year (372.12) (147.61)

Closing balance 258.35 -

28. Earnings Per Share : 2011-2012 2010-2011

(a) Profit after tax ` crores 1,242.23 1,811.82

(b) The weighted average number of Ordinary shares for Basic EPS Nos. 269,15,42,867 258,88,00,690

(c) The weighted average number of ‘A’ Ordinary shares for Basic EPS Nos. 48,19,00,898 39,66,69,200

(d) The nominal value per share (Ordinary and ‘A’ Ordinary) ` 2.00 10.00 ^

(e) Share of profit for Ordinary shares for Basic EPS ` crores 1,049.50 1,567.65

(f ) Share of profit for ‘A’ Ordinary shares for Basic EPS * ` crores 192.73 244.17

(g) Earnings Per Ordinary share (Basic)# ` 3.90 6.06

(h) Earnings Per ‘A’ Ordinary share (Basic)# ` 4.00 6.16

(i) Profit after tax ` crores 1,242.23 1,811.82

(j) Add: Interest payable on outstanding Foreign Currency

Convertible Notes ` crores - 53.98

(k) Profit after tax for Diluted EPS ` crores 1,242.23 1,865.80

(l) The weighted average number of Ordinary shares for Basic EPS Nos. 269,15,42,867 258,88,00,690

(m) Add: Adjustment for options relating to warrants, shares held in abeyance,

Foreign Currency Convertible Notes and Convertible Alternative

Reference Securities Nos. 10,63,47,857 23,34,05,703

(n) The weighted average number of Ordinary shares for Diluted EPS Nos. 279,78,90,724 282,22,06,393

(o) The weighted average number of ‘A’ Ordinary shares for Basic EPS Nos. 48,19,00,898 39,66,69,200

(p) Add: Adjustment for ‘A’ Ordinary shares held in abeyance Nos. 3,05,518 4,97,650

(q) The weighted average number of ‘A’ Ordinary shares for Diluted EPS Nos. 48,22,06,416 39,71,66,850

(r) Share of profit for Ordinary shares for Diluted EPS ` crores 1,055.50 1,632.14

(s) Share of profit for ‘A’ Ordinary shares for Diluted EPS * ` crores 186.73 233.66

(t) Earnings Per Ordinary share (Diluted) # ` 3.77 5.78

(u) Earnings Per ‘A’ Ordinary share (Diluted) # ` 3.87 5.88

* ‘A’ Ordinary shareholders are entitled to receive dividend @ 5% points more than the aggregate rate of dividend determined

by the Company on Ordinary shares for the financial year.

# Earnings Per Share of previous periods have been restated to make them comparable due to sub-division of shares of ` 10 each

to 5 shares of ` 2 each.

^ Considered 5 shares of ` 2 each in calculation of EPS.

(` in crores)


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29. Contingent liabilities, commitments (to the extent not provided for) :

Description of claims and assertions where a potential loss is possible, but not probable is reported under note (1) and (2) below :

As at As at

March 31, March 31,

1 Claims against the Company not acknowledged as debts - 2012 2011

(i) Sales tax - Gross 413.12 1,003.68

- Net of tax 279.08 670.28

(ii) Excise duty - Gross 656.93 492.55

- Net of tax 443.79 328.94

(iii) Others - Gross 157.02 156.92

- Net of tax 106.07 104.80

(iv) Income Tax in respect of matters :

(a) Decided in the Company’s favour by Appellate Authorities

and for which the Department is in further appeal 2.38 2.38

(b) Pending in appeal / other matters 95.20 105.19

2 The claims / liabilities in respect of excise duty, sales tax and other

matters where the issues were decided in favour of the Company for

which the Department is in further appeal 69.77 31.28

3 Other money for which the Company is contingently liable -

(i) In respect of bills discounted and export sales on deferred credit 139.21 170.60

(ii) The Company has given guarantees for liability in respect of

receivables assigned by way of securitisation 107.80 634.34

(iii) Cash margins / collateral [Note 20, page 152] 90.29 428.82

(iv) In respect of subordinated receivables 9.51 37.16

(v) Others 6.64 13.68

4 Estimated amount of contracts remaining to be executed on capital

account and not provided for 1,536.25 1,857.43

5 Purchase commitments 12,527.63 14,699.18

(` in crores)



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30. Disclosure in respect of leases: As at As at

March 31, March 31,

(A) Finance leases: 2012 2011

Assets taken on lease:(a) (i) Total of minimum lease payments 48.47 18.24

The total of minimum lease payments for a period :

Not later than one year 14.11 6.85

Later than one year and not later than five years 34.36 11.39

(ii) Present value of minimum lease payments 44.54 16.70

Present value of minimum lease payments for a period :



(b) A general description of the significant leasing arrangements -

The Company has entered into finance lease arrangements for

computers and data processing equipments from a vendor

(B) Operating leases:

Assets given on lease:

(a) Total of minimum lease payments receivable 66.65 59.18

The total of minimum lease payments receivable for a period :



Later than five years 43.11 40.14

(b) Gross block 78.52 75.78

Accumulated depreciation 14.75 10.43

Depreciation for the year ` 4.30 crores (2010-11 ` 3.63 crores)

(c) A general description of significant leasing arrangements-

The Company has entered into operating lease arrangements

for buildings and plant and machinery.

(` in crores)


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31. ( i) Related party disclosures for the year ended March 31, 2012(a) Related party and their relationship

1. Subsidiaries :Tata Technologies Ltd INCAT International Plc.

TAL Manufacturing Solutions Ltd Tata Technologies Europe Ltd

TML Drivelines Ltd INCAT GmbH

(formerly known as HV Axles Ltd) Tata Technologies Inc

HV Transmissions Ltd Tata Technologies de Mexico, S.A. de CV

(merged into TML Drivelines Ltd w.e.f. April1, 2011) Tata Technologies (Canada) Inc

Sheba Properties Ltd Tata Technologies (Thailand) Ltd

Concorde Motors (India) Ltd Tata Technologies Pte Ltd, Singapore

Tata Daewoo Commercial Vehicle Co. Ltd Miljobil Grenland AS

Tata Motors Insurance Broking & Advisory Services Ltd Tata Hispano Motors Carrocerries Maghreb

Tata Motors European Technical Centre Plc Tata Daewoo Commercial Vehicles Sales and Distribution Co. Ltd

Tata Motors Finance Ltd Tata Engineering Services (Pte) Ltd

Tata Marcopolo Motors Ltd Jaguar Land Rover North America LLC

Tata Motors (Thailand) Ltd Land Rover Belux SA/NV

Tata Motors (SA) (Proprietary) Ltd Land Rover Ireland Ltd

PT Tata Motors Indonesia (incorporated on Jaguar Land Rover Nederland BV

December 29, 2011) Jaguar Land Rover Portugal - Veiculos e Pecas, LDA

TML Holdings Pte. Ltd, (Singapore) Jaguar Land Rover Australia Pty Ltd

TML Distribution Company Ltd Land Rover Exports Ltd

Tata Hispano Motors Carrocera S.A. (business transferred to Jaguar Land Rover Exports Ltd w.e.fTrilix S.r.l March 30,2012)Tata Precision Industries Pte. Ltd Jaguar Land Rover Italia Spa

Jaguar Land Rover PLC (name changed from Land Rover Italia Spa w.e.f December 31, 2011)(name changed from Jaguar Land Rover Ltd w.e.f Land Rover Espana SL

April 6, 2011) Land Rover Deutschland GmbH

Jaguar Cars Overseas Holdings Ltd (merged into Jaguar Deutschland w.e.f November 28, 2011)Jaguar Land Rover Austria GmbH Jaguar Land Rover Korea Co. Ltd

Jaguar Belux NV Jaguar Land Rover Automotive Trading (Shanghai) Co. Ltd

Jaguar Cars Ltd Jaguar Land Rover Canada ULC

Jaguar Land Rover Japan Ltd Jaguar Land Rover France, SAS

Jaguar Cars South Africa (Pty) Ltd Jaguar Land Rover (South Africa) (Pty) Limited

Jaguar Italia Spa Jaguar Land Rover Brazil LLC

(merged into Landrover Italia w.e.f December 31, 2011) Limited Liability Company “Jaguar Land Rover” (Russia)

Jaguar Land Rover Exports Ltd Land Rover Parts Ltd

(name changed from Jaguar Cars Exports Ltd w.e.f Land Rover Parts US LLC (dissolved w.e.f September 30, 2011)March 30, 2012) Jaguar Land Rover (South Africa) Holdings Ltd

The Daimler Motor Company Ltd (incorporated on September 9, 2011)The Jaguar Collection Ltd

Daimler Transport Vehicles Ltd

S.S. Cars Ltd

The Lanchester Motor Company Ltd

Jaguar Hispania Sociedad

Jaguar Land Rover Deutschland

(name changed from Jaguar Deutschland GmbH w.e.f.November 28, 2011)Land Rover

Land Rover Group Ltd

2. Associates : 3. Joint Ventures :Tata AutoComp Systems Ltd Fiat India Automobiles Ltd

Tata Cummins Ltd TATA HAL Technologies Ltd

Tata Precision Industries (India) Ltd

Telco Construction Equipment Co. Ltd

Jaguar Cars Finance Ltd 4. Key Management Personnel :Nita Company Ltd Mr. Carl-Peter Forster (upto September 8, 2011)Tata Sons Ltd (Investing party) Mr. P M Telang

Automobile Corporation of Goa Ltd

Spark44 Ltd (w.e.f June 27, 2011)



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(b) Transactions with the related parties

2011-2012

Subsidiaries Joint Venture Associates Key Management TotalPersonnel

Purchase of goods 1,151.05 3,728.41 4,107.23 - 8,986.69

1,819.45 4,400.87 3,232.28 - 9,452.60

Sale of goods (inclusive of sales tax) 3,424.27 477.99 464.71 - 4,366.97

19,152.65 456.33 371.31 - 19,980.29

Purchase of fixed assets 45.96 45.96

45.28 - - - 45.28

Purchase of investments - - - - -

- - 5.86 - 5.86

Redemption / buy back of investments 4,150.34 - - - 4,150.34

- - - - -

Services received 2,129.48 - 51.27 33.07 2,213.82

1,681.03 - 56.70 19.19 1,756.92

Services rendered 134.44 8.32 16.73 - 159.49

109.32 0.02 15.84 - 125.18

Finance given (including loans and equity) 3,325.74 42.50 11.00 - 3,379.24

2,087.49 200.00 126.42 - 2,413.91

Finance taken (including loans and equity) 1,905.20 - 9.00 - 1,914.20

1,451.77 - 83.00 - 1,534.77

Interest / dividend paid / (received) (net) (111.28) (32.89) 230.02 - 85.85

(83.33) (21.29) 177.93 - 73.31

Provision for loan given 130.00 - - - 130.00

- - - - -

(c) Balances with related parties

Amount receivable 240.55 - 62.38 - 302.93

1,159.70 2.09 56.29 - 1,218.08

Amount payable 290.77 112.68 116.53 - 519.98

172.56 - 111.49 - 284.05

Amount receivable (in respect of loans,

interest and dividend) 577.00 303.75 23.83 0.09 904.67

459.75 289.89 30.83 0.10 780.57

Amount payable (in respect of loans,

interest and dividend) 62.85 - 5.00 - 67.85

4.00 - - - 4.00

Bills discounted

(in respect of amount receivable) - - 25.53 - 25.53

- - - - -

Bank guarantee /

deposits given as security 36.50 - 3.00 - 39.50

194.89 - 3.00 - 197.89

(` in crores)


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(d) Disclosure in respect of material transactions with related parties

2011-2012 2010-2011

(i) Purchase of goods Fiat India Automobiles Ltd 3,728.41 4,400.87

Tata Cummins Ltd 3,267.67 2,472.84

Tata Marcopolo Motors Ltd 508.85 113.23

Jaguar Land Rover 537.62 281.13

Tata AutoComp Systems Ltd 561.80 455.51

(ii) Sale of goods TML Distribution Company Ltd 2,464.72 18,752.36

Fiat India Automobiles Ltd 477.99 456.33

Tata Cummins Ltd 250.53 227.49

Concorde Motors (India) Ltd 724.74 168.30

Nita Company Ltd 168.75 105.24

(iii) Redemption / buy back of investment TML Holdings Pte Ltd, (Singapore) 4150.34 -

(iv) Purchase of fixed assets Tata Technologies Ltd 34.44 27.42

TAL Manufacturing Solutions Ltd 6.24 17.85

Jaguar Land Rover 5.28 -

(v) Services received TML Drivelines Ltd 1,057.97 569.68

HV Transmissions Ltd - 367.20

Tata Technologies Ltd 405.95 301.08

Tata Sons Ltd. 51.27 56.70

(vi) Services rendered TML Drivelines Ltd 42.24 19.86

HV Transmissions Ltd - 17.37

Tata Marcopolo Motors Ltd 14.37 15.20

Telco Construction Equipment Co. Ltd 9.62 9.76

Tata Cummins Ltd 5.76 6.03


(vii) Finance given (including loans and equity)

Investment in equity TML Holdings Pte Ltd, (Singapore) 998.89 -

Investment in equity Fiat India Automobiles Ltd 42.50 200.00

Inter corporate deposit TML Distribution Company Ltd 763.00 585.00

Inter corporate deposit Tata Technologies Ltd 462.40 326.00

Inter corporate deposit TML Drivelines Ltd 560.20 222.00

Inter corporate deposit Automobile Corporation of Goa Ltd 11.00 89.00

(` in crores)



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2011-2012 2010-2011

(vii) Finance taken (including loans and equity)Inter corporate deposit TML Distribution Company Ltd 763.00 585.00

Inter corporate deposit TML Drivelines Ltd 617.05 221.00

Inter corporate deposit HV Transmissions Ltd - 169.00

Inter corporate deposit Automobile Corporation of Goa Ltd 9.00 83.00

(viii) Interest / dividend paid / (received)Dividend paid Tata Sons Ltd 290.77 240.86

Dividend received Tata Sons Ltd (10.60) (9.36)

Dividend received Tata Cummins Ltd (27.00) (22.50)

Dividend received Tata Technologies Ltd (42.42) (42.99)

Dividend received Tata Daewoo Commercial Vehicle Co. Ltd (22.00) (12.23)

Dividend received TML Drivelines Ltd (22.95) (19.13)

Dividend received HV Transmissions Ltd (20.40) (17.00)

Interest paid Fiat India Automobiles Ltd 85.48 45.30

Interest paid TML Drivelines Ltd 11.40 5.43

Interest paid HV Transmissions Ltd - 1.65

Interest received Fiat India Automobiles Ltd (118.37) (66.59)

(ix) Bank guarantee / other assets given as securityBank guarantee / other assets given

for securitisation of debts Tata Motors Finance Ltd 36.50 194.98

Deposits given Tata Sons Ltd - 3.00


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(ii) Disclosures required by Clause 32 of the Listing AgreementAmount of loans / advances in nature of loans outstanding from subsidiaries and associates during 2011-2012

Outstanding as at Maximum amount Investment in Direct investment inName of the Company March31,2012 outstanding during shares of the shares of subsidiaries

the year the Company of the Company

(` in crores) (` in crores) (No. of Shares) (No. of Shares)a) Subsidiaries

Sheba Properties Ltd - - - 8,11,992[Shares in Tata Technologies Ltd] - - - 8,11,992

Tata Technologies Ltd - 3.00 - -

- - - -

TAL Manufacturing Solutions Ltd - 34.00 - -

12.00 16.00 - -

Concorde Motors (India) Ltd - - - -

- 31.00 - -

Tata Motors European Technical Centre Plc., UK 55.33 55.78 - 9,498[Shares in Miljobil Grenland AS] 48.51 48.51 - 9,498

Tata Marcopolo Motors Ltd 5.00 5.00 - -

5.00 10.00 - -

Tata Motors (Thailand) Ltd 154.69 157.70 - -

138.04 138.04 - -

TML Distribution Company Ltd - 35.00 - -

- 100.00 - -

Tata Hispano Motors Carrocera S.A. 342.91 352.58 - 40,000[Shares in Tata Hispano Motors Carrocerries Maghreb] 236.27 236.27 - 40,000

Tata Precision Industries Pte. Ltd. (Singapore) - - - -

- 8.02 - -

Tata Motors Insurance Broking and Advisory Services Ltd 1.70 1.70 - -

0.70 0.70 - -

Tata Motors (SA) Proprietary Ltd 8.53 8.53 - -

6.41 6.41 - -

b) AssociatesTata AutoComp Systems Ltd 23.83 23.83 - -

23.83 23.83 - -

c) Joint Ventures :Fiat India Automobiles Ltd 265.00 265.00 - -

265.00 265.00 - -

32.The Company has a joint venture with Fiat Group Automobiles S.p.A., Italy, Fiat India Automobiles Limited (FIAL), for manufacturing passenger cars, engines and

transmissions at Ranjangaon in India. The Company has an investment of ̀ 1,242.04 crores as at March 31, 2012, representing 50% shareholding in FIAL .

The proportionate share of assets and liabilities as at March 31, 2012 and income and expenditure for the year 2011-12 of FIAL as per their

unaudited financial statement are given below :

As on As on

March 31, March 31,

2012 2011 2011-2012 2010-2011

RESERVES AND SURPLUS (650.58) (607.19) INCOMERevenue from operations 1,716.47 2,017.12

NON-CURRENT LIABILITIES Less : Excise duty (247.73) (324.04)

Long-term borrowings 795.69 932.66 Other operating income 169.21 198.61

Long-term provisions 6.24 3.98 Other income 92.92 36.17

CURRENT LIABILITIES 1,730.87 1,927.86

Short-term borrowings 99.90 50.00

Trade payables 633.87 859.65 EXPENDITUREOther current liabilities 304.41 306.19 Manufacturing and other expenses 1,429.57 1,743.58

Short-term provisions 8.61 7.31 Product development cost 3.27 3.46

1,848.72 2,159.79 Depreciation 160.76 160.47

NON-CURRENT ASSETS Finance cost 162.81 143.23

Fixed assets 1,516.50 1,649.37 Tax expense - -

Other long-term loans Exchange loss (net) on revaluation of foreign

and advances 42.60 31.88 currency borrowings, deposits and loans 17.85 -

Other non-current assets 29.13 37.50

CURRENT ASSETS 714.15 895.58

2,302.38 2,614.33 1,774.26 2,050.74

Claims not acknowledged as debts 6.26 4.15

Capital Commitments 12.19 7.70

(` in crores)



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33. Defined benefit plans/long term compensated abesences - as per actuarial valuations as on March 31, 2012.

(` in crores)

Gratuity, Superannuation and BKY Compensated Absences Post-retirement Medicare scheme

2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8 2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8 2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8

i Components of employer expense

Current service cost 37.98 29.63 24.97 25.24 21.60 23.16 18.41 14.68 14.85 12.80 3.47 2.88 2.53 1.97 1.80

Interest cost 48.77 42.32 38.09 37.42 34.65 15.82 12.49 10.30 10.69 9.60 7.03 6.15 5.86 4.72 4.19

Expected return on plan assets (43.69) (39.56) (35.46) (32.56) (30.70) - - - - - - - - - -

Actuarial (gains) / losses 9.50 53.84 46.23 (4.26) 39.41 17.81 34.05 22.92 (9.80) 12.47 (3.80) 4.21 (1.74) 10.00 3.90

Total expense recognised in theProfit and Loss Statement 52.56 86.23 73.83 25.84 64.96 56.79 64.95 47.90 15.74 34.87 6.70 13.24 6.65 16.69 9.89

in Note 24, page 154under item : (b) & (c) (a) (c)

ii Actual contribution and benefitpayments for year endedMarch 31,Actual benefit payments 48.92 55.21 54.15 57.20 54.98 25.62 25.93 18.24 22.49 21.42 2.82 3.10 3.17 3.43 3.75

Actual contributions 46.91 78.11 75.80 22.18 87.98 25.62 25.93 18.24 22.49 21.42 2.82 3.10 3.17 3.43 3.75

iii Net liability recognised inBalance Sheet as at March 31,Present value of defined

benefit obligation 652.56 606.73 534.60 485.95 474.36 230.14 198.97 159.95 130.29 137.04 88.66 84.13 73.99 70.51 57.25

Fair value of plan assets 587.21 547.03 483.02 432.39 424.45 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Net liability recognised in

Balance Sheet (65.35) (59.70) (51.58) (53.56) (49.91) (230.14) (198.97) (159.95) (130.29) (137.04) (88.66) (84.13) (73.99) (70.51) (57.25)

Experience adjustment on plan

liabilities (1.05) (33.21) (3.35) (37.27) 30.22 N/A N/A N/A N/A N/A (3.87) 4.62 0.84 2.21 -


assets (1.49) 1.55 (6.49) 10.41 (6.45) N/A N/A N/A N/A N/A - - - - -

iv Change in Defined BenefitObligations (DBO) during theyear ended March 31,Present value of DBO at the

beginning of the year 606.73 534.60 485.95 474.36 440.14 198.97 159.95 130.29 137.04 123.59 84.13 73.99 70.51 57.25 51.11


Interest cost 48.77 42.32 38.09 37.42 34.65 15.82 12.49 10.30 10.69 9.60 7.03 6.15 5.86 4.72 4.19

Actuarial losses 8.00 55.39 39.74 6.13 32.95 17.81 34.05 22.92 (9.80) 12.47 (3.80) 4.21 (1.74) 10.00 3.90

Benefits paid (48.92) (55.21) (54.15) (57.20) (54.98) (25.62) (25.93) (18.24) (22.49) (21.42) (2.82) (3.10) (3.17) (3.43) (3.75)

Present value of DBOat the end of the year 652.56 606.73 534.60 485.95 474.36 230.14 198.97 159.95 130.29 137.04 88.01 84.13 73.99 70.51 57.25

v Change in fair value of assetsduring the year ended March 31,Plan assets at the beginning

of the year 547.03 483.02 432.39 424.45 367.21 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Actual return on plan assets 42.19 41.11 28.98 42.96 24.24 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Actual Company contributions 46.91 78.11 75.80 22.18 87.98 25.62 25.93 18.24 22.49 21.42 2.82 3.10 3.17 3.43 3.75

Benefits paid (48.92) (55.21) (54.15) (57.20) (54.98) (25.62) (25.93) (18.24) (22.49) (21.42) (2.82) (3.10) (3.17) (3.43) (3.75)

Plan assets at the end of the year 587.21 547.03 483.02 432.39 424.45 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

vi Actuarial AssumptionsDiscount rate (%) 6.75-8.50 6.75-8.50 6.75-8.50 6.75-850 7.75-8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50

Expected return on plan assets (%) 8.00 8.00 8.00 8.00 8.00 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Medical cost inflation (%) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 4.00 4.00 4.00 4.00 4.00

vii The major categories of planassets as percentage of totalplan assetsDebt securities 77% 7 5 % 7 4 % 7 6 % 6 8 % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Balances with banks 23% 2 5 % 2 6 % 2 4 % 3 2 % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

viii Effect of one percentage point change One percentage point increase One percentage point decreasein assumed medical inflation rate in medical inflation rate in medical inflation rate

2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8 2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8

Revised DBO as at March 31, 95.34 91.65 81.48 77.68 58.11 81.62 77.57 67.49 64.29 52.10

Revised service cost for the year 4.01 3.37 2.95 2.30 1.95 3.04 2.48 2.17 1.69 1.42

Revised interest cost for the year 7.66 6.79 6.47 4.79 4.63 6.46 5.60 5.33 4.28 3.80

(a) Defined contribution plans-The Company's contribution to defined contribution plan aggregated `165.25 crores (2010-11 ` 144.97 crores) for the year ended March 31, 2012 has been recognised in the Profit and Loss

Statement under note 24 page 154.

(b) The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation.

(c) The assumption of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment

market.

(d) The Company expects to contribute ` 82.61 crores to the funded pension plans in the year 2012-13.

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34. Purchase of products for Sale : 2011 -2012 2010-2011

(a) Spare parts and accessories for sale 1,558.96 1,350.25

(b) Bodies and trailers for mounting on chassis 1,637.87 956.50

(c) Vehicles 53,583 nos. (2010-11 : 82,563 nos.) 3,237.12 5,056.38

6,433.95 7,363.13

35. Expenditure incurred on Research and Development : 2011 -2012 2010-2011

(a) Revenue expenditure - charged to Profit and Loss Statement 243.30 121.86

(b) Revenue expenditure - capitalised 1,127.86 897.16

(c) Capital expenditure 177.53 168.19

1,548.69 1,187.21

2011 -2012 2010-2011

36. (a) Auditors' remuneration (excluding service tax) :

(i) Audit fees 4.00 4.00

(ii) Audit fees for financial statements as per IFRS

(including SOX certification) 3.50 3.75

(iii) In other capacities :

Company law matters (` 35,000 for 2011-12, ` 35,000 for 2010-11) - -

Tax audit / Transfer pricing audit 0.49 0.56

Taxation matters 0.20 0.22

(iv) Other services @ 0.07 0.08

(v) Reimbursement of travelling and out-of-pocket expenses 0.34 0.14

(b) Cost Auditors' remuneration (excluding service tax)

(i) Cost Audit fees 0.14 0.10

(ii) Reimbursement of travelling and out-of-pocket expenses 0.01 0.01

Notes:

@ Excludes audit fees debited to Securities Premium Account related to

Qualified Institutional Placement (QIP) issue - 0.50

2011 -2012 2010-2011

37. (a) Product warranty

Opening balance 398.25 248.63

Add: Provision for the year (net) 368.42 376.47

Less: Payments / debits (net of recoveries from suppliers) (313.91) (226.85)

Closing balance 452.76 398.25

Current 387.26 346.27

Non-current 65.50 51.98

(b) Provision for Deliquency

Opening balance 9.96 -

Add: Provision for the year (net) 118.62 9.96

Less: Payments / debits (net) 19.77 -


Current - -


(c) Premium on redemption of Foreign Currency Convertible Notes (FCCN)and Convertible Alternative Reference Securities (CARS):Opening balance 801.09 993.15

Foreign currency exchange loss / (gain) 100.99 (3.22)

Premium on redemption of FCCN (including withholding tax) (0.97) -

Reversal of provision for premium due to conversion of FCCN - (168.57)

Provision / (Reversal of provision) for withholding tax upon conversion / redemption /

foreign currency exchange of FCCN 11.39 (20.27)


Current 855.73 0.87


(` in crores)



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38. Derivative transactions

The Company uses forward exchange contracts, principal only swaps, interest rate swaps, currency swaps and currency options to

hedge its exposure in foreign currency and interest rates. The information on derivative instruments is as follows :

(a) Derivative Instruments outstanding as at March 31, 2012

Currency Amount Buy / Sell Amount (Foreign currency (` in crores)

in millions)(i) Forward exchange contracts (net)

US $ / IN ` - - -

US $ 106.57 Buy 475.17

(ii) Options (net)

US $ / IN ` US $ 45.00 To Sell 228.92US $ 15.00 To Buy 76.32US $ 39.00 To Sell 173.89

(iii) Cross currency swaps

US $ / IN ` US $ 31.00 To Buy 157.74US $ 31.00 To Buy 138.22

(b) Foreign exchange currency exposures not covered by derivative instruments as at March 31, 2012

Amount Amount

(Foreign currency (` in crores)in millions)

(i) Amount receivable on account of sales of goods, US $ 670.79 3,411.33investment in preference shares, loan US $ 1,076.74 4,800.71

and interest charges

∈∈∈∈∈54.53 370.28∈∈∈∈∈39.00 247.04

£ 8.68 70.88£ 8.52 61.34

THB 1,105.99 182.38THB 949.00 139.66

ZAR 34.45 22.96ZAR 10.33 6.78

(ii) Creditors payable on account of loan and interest

charges and other foreign currency expenditure US $ 1,750.83 8,908.64US $ 1,281.55 5,714.43

∈∈∈∈∈11.79 80.08∈∈∈∈∈11.23 71.27

£ 11.50 93.75£ 7.67 54.81

¥ 373.22 22.98¥ 574.08 30.79

- -

THB 89.83 13.24

Others 1.56Others 1.87

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39. Information in regard to sale of products effected by the Company

2011 -2012 2010-2011

(1) Light, medium and heavy commercial vehicles, jeep type vehicles,

passenger cars, utility vehicles etc. and bodies thereon [including export

and other incentives of ` 437.69 crores (2010-2011 ` 803.57 crores)] 54,154.01 46,692.88

(2) Spare parts for vehicles 2,910.60 2,689.85

(3) Others 1,585.81 1,327.72

58,650.42 50,710.45

40. Information in regard to raw materials and components consumed :

2011 -2012 2010-2011

Engines 2,568.17 2,115.33

Tyres, tubes and flaps 3,022.60 2,031.98

Paints, oils and lubricants 334.10 247.70

Steel , steel tubes, steel melting scrap 1,452.72 1,172.36

Non-ferrous alloys / metals, ferro alloys 117.52 99.22

Other components 26,399.71 21,391.88

33,894.82 27,058.47

The consumption figures shown above are after adjusting excesses and shortages ascertained on physical count, unserviceable items,

etc. The figures of other components comprises finished/ semi finished components/ assemblies/ sub assemblies and other material

(balancing figure based on the total consumption).


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41. Information regarding exports and imports and other matters :

2011 -2012 2010-2011

1. Earnings in foreign exchange :

(i) F.O.B. value of goods exported [including sales through export house,

Exports to Nepal, Bhutan and local sales eligible for export incentives

and exchange differences (net) - gain of

` 26.91crores (2010-11 loss of ` 3.00 crores)] 3,598.22 3,339.03

(ii) Rent income 6.75 6.23

(iii) Commission 0.70 0.21

(iv) Interest and dividend 46.23 19.61

(v) Sale of services 25.05 -

2. C.I.F. value of imports

(i) Raw material and components 1,364.69 1,825.30

(ii) Machinery spares and tools 57.31 46.80

(iii) Capital goods 362.48 158.71

(iv) Vehicles / Spare parts / accessories for sale 525.51 273.67

(v) Other items 15.47 12.39

3. (a) Value of imported and indigenous raw materials and components consumed [Note below]:

(i) Imported at Rupee cost 1,635.39 1,598.91

(ii) Indigenously obtained 32,259.43 25,459.56

(b) Percentage to total consumption :

(i) Imported % 4.82 5.91

(ii) Indigenously obtained % 95.18 94.09

Note:

In giving the above information, the Company has taken the view that components and spares as referred to in Clause 5(viii)(c) of Part

II of Revised Schedule VI covers only such items as consumed directly in production.


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2011-2012 2010-2011

42. Expenditure in foreign currency (subject to deduction of tax where applicable) :

(i) Technical Know-how / services 387.44 223.39

(ii) Interest 271.64 136.57

(iii) Consultancy / Professional charges 35.66 52.80

(iv) Payments on other accounts [including exchange differences (net)] 228.14 177.55

43. Remittances in foreign currencies for dividends :

The Company does not have complete information as to the extent to which

remittances in foreign currencies on account of dividends have been made by

or on behalf of non-resident shareholders. The particulars of dividends declared

during the year and payable to non - resident shareholders for the year 2010-11

are as under :

(i) Number of non-resident shareholders

a) For 2010-11 Nos. 8,543 -

b) For 2009-10 Nos. - 7,406

(ii) Number of shares held by them

a) For 2010-11 Nos. 23,05,21,921 -

b) For 2009-10 Nos. - 18,19,96,551

(iii) Gross amount of dividend

a) For 2010-11 461.04 -

b) For 2009-10 - 272.99

44. Other Notes

(i) The revised Schedule VI has become effective from April 1, 2011 for the preparation of financial statements. This has significantly

impacted the disclosure and presentation made in the financial statements. Previous year figures have been regrouped/

reclassified wherever necessary to correspond with the current year classification / disclosure.

(ii) During the year ended March 31, 2012, TML Holding Pte Ltd. (Singapore) (TMLHS), a wholly owned subsidiary of the Company,

bought back 91,666,700 equity shares for a consideration of USD 2.2 per share (`108.79 per share), based on an independent

valuation of TMLHS. The consideration of ` 997.24 crores has been credited to Investment account.

(iii) Capital work-in-progress as at March 31, 2012 includes building under construction at Singur in West Bengal of `309.88 crores

for the purposes of manufacturing automobiles. In October 2008, the Company moved the Nano project from Singur in West

Bengal to Sanand in Gujarat.The newly elected Government of West Bengal enacted a legislation on June 14, 2011, which was

notified on June 20, 2011, to cancel the land lease relating to the project at Singur. The Company has challenged the legal

validity of the legislation including the process of compensation in the Courts of Law, the outcome of which is pending as of

the date of approval of these financials by the Board of Directors. Based on management's assessment no provision is considered

necessary to the carrying cost of buildings at Singur.

(iv) Micro, Small and Medium Enterprise Development Act, 2006 :

The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been

determined to the extent such parties have been identified on the basis of information available with the Company. The amount

of principal and interest outstanding during 2011-12 is given below :

2011-2012 2010-2011

(a) Amounts outstanding but not due as at March 31, 52.69 254.35

(b) Amounts due but unpaid as at March 31, -Principal - 0.06

(c) Amounts paid after appointed date during the year -Principal 28.61 339.71

(d) Amount of interest accrued and unpaid as at March 31, -Interest 0.28 1.58

(v) Current year figures are shown in bold prints.

(` in crores)


Consolidated Financials 169

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AUDITORS’ REPORT

TO THE BOARD OF DIRECTORS OFTATA MOTORS LIMITED

1. We have audited the attached Consolidated Balance Sheet of TATA MOTORS LIMITED (“the Company”), its subsidiaries and jointly

controlled entities (the Company, its subsidiaries and jointly controlled entities constitute “the Group”) as at March 31, 2012, the

Consolidated Profit and Loss Statement and the Consolidated Cash Flow Statement of the Group for the year ended on that date,

both annexed thereto. The Consolidated Financial Statements include investments in associates accounted on the equity method

in accordance with Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) and

the jointly controlled entities accounted in accordance with Accounting Standard 27 (Financial Reporting of Interests in Joint

Ventures) as notified under the Companies (Accounting Standards) Rules, 2006. These financial statements are the responsibility

of the Company’s Management and have been prepared on the basis of the separate financial statements and other information

regarding components. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements.

An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An

audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as

evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. (a) Attention is invited to Note k(i) under Significant Accounting Policies. As stated in the note, the changes in actuarial valuation

(net) amounting to ` 128.12 crores (credit) (net of tax credit of ` 1,272.50 crores) for the year ended March 31, 2012 and

` 3,870.58 crores (debit) as at March 31, 2012, have been accounted in “Reserves and Surplus” in respect of a group of subsidiary

companies.

(b) We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets (net) of

` 27,532.31 crores as at March 31, 2012, total revenues of ` 1,07,862.16 crores and net cash inflows amounting to ` 6,323.31

crores and of certain associates whose financial statements reflect the Group’s share of profit (net) of ` 34.24 crores for the

year then ended and Group’s share of profit of ` 19.68 crores up to March 31, 2012. These financial statements and other

financial information have been audited by other auditors whose reports have been furnished to us by the Company’s

Management, and our opinion in so far as it relates to the amounts included in respect of these subsidiaries and associates is

based solely on the reports of the other auditors.

(c) As stated in note 37, the financial statements of certain subsidiaries, whose financial statements reflect total liabilities (net)

of ` 222.98 crores as at March 31, 2012, total revenues of ` 575.36 crores and net cash inflows amounting to ` 64.57 crores, the

financial statements of a joint venture, whose financial statements reflect the Group’s share of total assets (net) of ` 453.65

crores as at March 31, 2012, total revenues of ` 1,730.86 crores and net cash outflow amounting to ` 17.83 crores and financial

statements of certain associates, whose financial statements reflect the Group’s share of loss (net) for the year ended March

31, 2012 of ` 17.65 crores and Group’s share of profit (net) of ` 264.04 crores up to March 31, 2012, are incorporated in the

Consolidated Financial Statements based on management’s estimates and are not audited by their auditors.

4. Subject to the matters referred to in paragraph 3(c) and read with our comments in paragraph 3(a) above:

(a) we report that the Consolidated Financial Statements have been prepared by the Company’s management in accordance with the

requirements of Accounting Standard 21 (Consolidated Financial Statements), Accounting Standard 23 (Accounting for Investment

in Associates in Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interests in Joint Ventures)

as notified under the Companies (Accounting Standards) Rules, 2006;

(b) based on our audit and on consideration of the separate audit reports on individual financial statements of the Company, its aforesaid

subsidiaries, joint ventures and associates and to the best of our information and according to the explanations given to us, in our

opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally

accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2012;

(ii) in the case of the Consolidated Profit and Loss Statement, of the profit of the Group for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For DELOITTE HASKINS & SELLS Chartered Accountants


N. VENKATRAMPartner

(Membership No.71387)

MUMBAI, May 29, 2012

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CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012

(` in crores)

Note Page As at March 31, 2012 As at March 31, 2011

I EQUITY AND LIABILITIES1. SHAREHOLDERS’ FUNDS

(a) Share capital 2 180 634.75 637.71

(b) Reserves and surplus 3 182 32,515.18 18,533.76

33,149.93 19,171.47

2. MINORITY INTEREST 307.13 246.60

3. NON-CURRENT LIABILITIES(a) Long-term borrowings 4 183 27,962.48 17,256.00

(b) Deferred tax liabilities (net) 5 185 2,165.07 2,096.13

(c) Other long-term liabilities 6 186 2,458.58 2,292.72

(d) Long-term provisions 7 186 6,071.38 4,825.64

38,657.51 26,470.49

4. CURRENT LIABILITIES(a) Short-term borrowings 8 187 10,741.59 13,106.15

(b) Trade payables 9 187 36,686.32 27,903.06

(c) Other current liabilities 10 187 19,069.78 8,984.92

(d) Short-term provisions 11 187 6,770.38 5,131.49

73,268.07 55,125.62

TOTAL 145,382.64 101,014.18

II. ASSETS1. NON-CURRENT ASSETS

(a) Fixed Assets

(i) Tangible assets 12 188 27,118.58 22,762.22

(ii) Intangible assets 13 188 13,148.09 9,002.04

(iii) Capital work-in-progress 3,121.51 2,244.54

(iv) Intangible assets under development 12,824.32 9,212.25

56,212.50 43,221.05

(b) Goodwill (on consolidation) 14 189 4,093.74 3,584.79

(c) Non-current investments 15 189 1,391.54 1,336.61

(d) Deferred tax assets (net) 5 185 4,539.33 632.34

(e) Long-term loans and advances 16 190 13,657.95 9,818.30

(f ) Other non-current assets 17 190 574.68 332.27

80,469.74 58,925.36

2. FOREIGN CURRENCY MONETARY ITEMTRANSLATION DIFFERENCE ACCOUNT (NET) 18 190 451.43 -

3. CURRENT ASSETS(a) Current investments 19 191 7,526.17 1,207.65

(b) Inventories 20 191 18,216.02 14,070.51

(c) Trade receivables 21 191 8,236.84 6,525.65

(d) Cash and bank balances 22 192 18,238.13 11,409.60

(e) Short-term loans and advances 23 192 11,337.22 8,023.92

(f ) Other current assets 24 192 907.09 851.49

64,461.47 42,088.82

TOTAL 145,382.64 101,014.18

III. NOTES FORMING PART OF FINANCIAL STATEMENTS



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CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED

MARCH 31, 2012 (` in crores)

Note Page 2011 - 2012 2010 - 2011

I. REVENUE FROM OPERATIONS 25 (I) 193 170,677.58 126,414.24

Less: Excise duty (5,023.09) (4,286.32)

165,654.49 122,127.92

II. OTHER INCOME 25 (II) 193 661.77 429.46

III. TOTAL REVENUE (I + II) 166,316.26 122,557.38

IV. EXPENSES :(a) Cost of materials consumed 100,797.44 70,453.73

(b) Purchases of products for sale 11,205.86 10,390.84

(c) Changes in inventories of finished goods,

work-in-progress and products for sale (2,535.72) (1,836.19)

(d) Employee cost / benefits expense 26 194 12,298.45 9,342.67

(e) Finance costs 27 194 2,982.22 2,385.27

(f ) Depreciation and amortisation expense 5,625.38 4,655.51

(g) Product development / engineering expenses 1,389.23 997.55

(h) Other expenses 28 194 28,453.97 21,703.09

(i) Expenditure transferred to capital and other accounts (8,265.98) (5,741.25)

TOTAL EXPENSES 151,950.85 112,351.22

V. PROFIT BEFORE EXCEPTIONAL AND EXTRA ORDINARY ITEMS AND TAX (III - IV) 14,365.41 10,206.16

VI. EXCEPTIONAL ITEMS(a) Exchange loss / (gain) (net) on revaluation of foreign

currency borrowings, deposits and loans 654.11 (231.01)

(b) Goodwill impairment and other costs 177.43 -

831.54 (231.01)

VII. PROFIT BEFORE EXTRA ORDINARY ITEMS AND TAX (V - VI) 13,533.87 10,437.17

VIII. Extraordinary items - -

IX. PROFIT BEFORE TAX FROM CONTINUING OPERATIONS (VII - VIII) 13,533.87 10,437.17

X. Tax expense / (credit) 5 185 (40.04) 1,216.38

XI. PROFIT AFTER TAX FROM CONTINUING OPERATIONS (IX - X) 13,573.91 9,220.79

XII. Share of profit of associates (net) 24.92 101.35

XIII. Minority interest (82.33) (48.52)

XIV. PROFIT FOR THE YEAR 13,516.50 9,273.62

XV. EARNINGS PER SHARE 29 195

A. Ordinary Shares

a. Basic ` 42.58 31.05

b. Diluted ` 40.71 28.96

B. 'A' Ordinary Shares

a. Basic ` 42.68 31.15

b. Diluted ` 40.81 29.06

XVI. NOTES FORMING PART OF FINANCIAL STATEMENTS



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2011 - 2012 2010 - 2011

A. Cash flow from operating activities


Adjustments for:

Depreciation (including lease equalisation adjusted in income) 5,620.86 4,651.00

Loss on sale of assets (including assets scrapped/written off ) 76.72 22.54

Profit on sale of investments (net) (48.45) (17.35)

Impairment of goodwill 139.18 19.37

Reversal of provision for inter corporate deposits (net) - (8.02)

Gain on settlement of deferred sales tax liability (153.74) (194.36)

Share of profit of associates (net) (24.92) (101.35)

Share of minority interest 82.33 48.52

Tax expense / (credit) (40.04) 1,216.38

Interest / dividend (net) 2,470.96 1,978.14

Non-cash dividend income on mutual funds (14.56) -

Profit on issue of shares by a subsidiary (47.36) -

Exchange difference 854.86 (208.74)

8,915.84 7,406.13

Operating profit before working capital changes 22,432.34 16,679.75

Adjustments for:

Inventories (2,718.98) (2,410.68)

Trade receivables (1,006.86) 931.93

Finance receivables (5,652.07) (2,354.15)

Other current and non-current assets (980.94) (1,311.63)

Trade payables 5,866.85 343.99

Other current and non-current liabilities 2,321.06 1,624.41

Provisions (109.14) (872.27)

(2,280.08) (4,048.40)

Cash generated from operations 20,152.26 12,631.35

Income taxes paid (net) (1,767.94) (1,391.20)

Net cash from operating activities 18,384.32 11,240.15

B. Cash flow from investing activities

Purchase of fixed assets (13,875.55) (8,123.98)

Sale of fixed assets 92.70 11.21

Refund received against loan to associates - 8.62

Advance towards investments (25.00) -

Investment in associate companies (8.76) (4.09)

Investments in mutual funds made (net) (5,840.09) (32.14)

Investments in subsidiary companies (304.33) (70.42)

Decrease in investments in retained interests in securitisation transactions 0.18 4.52

Investments - others (17.33) (114.76)

Sale / redemption of investments - others 83.75 7.44

Deposits of margin money / cash collateral (5.85) (800.81)

Realisation of margin money / cash collateral 506.06 1,828.30

Fixed deposits / restricted deposits with banks made (2,560.76) (1,310.82)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED



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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED


2011 - 2012 2010 - 2011

Fixed deposits / restricted deposits with banks realised 877.51 894.68

Interest received 467.25 313.64

Dividend received from associates 46.60 40.07

Dividend / Income on investments received 23.73 57.75

(Increase) / decrese in short term Inter-corporate deposit (2.96) 5.30

Net cash used in investing activities (20,542.85) (7,285.49)

C. Cash flow from financing activitiesExpenses on Foreign Currency Convertible Notes (FCCN) conversion - (3.59)

Brokerage and other expenses on Non-Convertible Debentures (NCD) (76.69) (90.66)

Reimbursement of expenses / (Expenses) incurred on issue of GDS and FCCN - 0.51

Proceeds from QIP issue (net of issue expenses) - 3,249.80

Proceeds from issue of shares to minority shareholders (net of issue expenses) 138.54 5.19

Premium paid on redemption of FCCN / NCD (0.97) (71.96)

Proceeds from issue of shares held in abeyance 0.02 3.08

Proceeds from long term borrowings (net of issue expenses) 19,030.04 5,413.62

Repayment of long term borrowings (4,664.13) (2,395.69)

Proceeds from short term borrowings 7,911.22 10,116.51

Repayment of short term borrowings (10,345.65) (12,698.95)

Net change in other short-term borrowings (with maturity up to three months) 520.85 (1,546.36)

Proceeds from fixed deposits - 339.39

Repayment of fixed deposits (1,069.25) (233.58)

Dividend paid (including dividend distribution tax) (1,479.33) (1,003.26)

Dividend paid to minority shareholders (23.78) (16.27)

Interest paid [including discounting charges paid

`624.31(2010-2011`618.53 crores)] (3,373.69) (2,469.07)

Net cash (used in) / from financing activities 6,567.18 (1,401.29)

Net Increase in Cash and cash equivalents 4,408.65 2,553.37

Cash and cash equivalents as at March 31 (Opening balance) 9,345.41 6,529.96

Cash and bank balance on acquisition of subsidiaries - 2.47

Effect of foreign exchange on Cash and cash equivalents 1,078.96 259.61

Cash and cash equivalents as at March 31 (Closing balance) 14,833.02 9,345.41

Previous year’s figures have been restated, wherever necessary,

to conform to this year’s classification.



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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of consolidation and significant accounting policies(I) Basis of consolidation:

The consolidated financial statements relate to Tata Motors Limited (the Company), its subsidiary companies, joint ventures and associates. The Company

and its subsidiaries constitute the Group.

(a) Basis of preparationThe financial statements are prepared under the historical cost convention on an accrual basis of accounting in accordance with the generally accepted

accounting principles, Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956 and the relevant provisions thereof.

(b) Use of estimatesThe preparation of financial statements requires management to make judgments, estimates and assumptions, that affect the application of accounting

policies and the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of these financial statements and the

reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates. Estimates and underlying

assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and

future periods affected.

(c) Principles of consolidation:The consolidated financial statements have been prepared on the following basis:

i. The financial statements of the subsidiary companies / joint ventures used in the consolidation are drawn upto the same reporting date as of the

Company i.e. year ended March 31, 2012.

ii. The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items

of assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealised profits have been fully eliminated.

iii. The consolidated financial statements include the share of profit / loss of the associate companies which has been accounted as per the 'Equity

method', and accordingly, the share of profit / loss of each of the associate companies (the loss being restricted to the cost of investment) has

been added to / deducted from the cost of investments.

An associate is an enterprise in which the investor has significant influence and which is neither a Subsidiary nor a joint venture of the investor.

iv. The financial statements of the joint venture companies have been combined by using proportionate consolidation method and accordingly,

venturer's share of each of the assets, liabilities, income and expenses of jointly controlled entity is reported as separate line items in the

Consolidated Financial Statements.

v. The excess of cost to the Company of its investments in the subsidiary companies / joint ventures over its share of equity of the subsidiary

companies / joint ventures, at the dates on which the investments in the subsidiary companies / joint ventures are made, is recognised as

'Goodwill' being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies / joint

ventures as on the date of investment is in excess of cost of investment of the Company, it is recognised as 'Capital Reserve' and shown under

the head 'Reserves and Surplus', in the consolidated financial statements.

vi. Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the

dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent

to the dates of investments as stated above.

(d) The following subsidiary companies are considered in the consolidated financial statements:% of holding either directly or

through subsidiaries

Country of As at As atincorporation March 31, March 31,

Sr No. Name of the subsidiary company 2012 2011

Direct subsidiaries1 Tata Daewoo Commercial Vehicle Co. Ltd South Korea 100 100

2 TML Drivelines Ltd (formerly known as HV Axles Ltd) India 100 85

3 HV Transmissions Ltd. (merged with TML Drivelines Ltd ) India - 85

4 TAL Manufacturing Solutions Ltd India 100 100

5 Sheba Properties Ltd India 100 100

6 Concorde Motors (India) Ltd India 100 100

7 Tata Motors Insurance Broking & Advisory Services Ltd India 100 100

8 Tata Motors European Technical Centre Plc UK 100 100

9 Tata Technologies Ltd India 72.41 83.38

10 Tata Motors Finance Ltd India 100 100

11 Tata Marcopolo Motors Ltd India 51 51

12 Tata Motors (Thailand) Ltd Thailand 90.82 86.78

13 TML Holdings Pte Ltd, Singapore Singapore 100 100

14 TML Distribution Company Ltd India 100 100

15 Tata Motors (SA) (Proprietary) Ltd South Africa 60 60

16 Tata Hispano Motors Carrocera S.A Spain 100 100

17 Trilix S.r.l Italy 80 80

18 Tata Precision Industries Pte Ltd Singapore 78.39 78.39

19 PT Tata Motors Indonesia (incorporated on December 29, 2011) Indonesia 100 -


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% of holding either directly orthrough subsidiaries

Country of As at As at

incorporation March 31, March 31,

Sr No. Name of the subsidiary company 2012 2011

Indirect subsidiaries*20 Tata Technologies (Thailand) Ltd Thailand 72.41 83.38

21 Tata Technologies Pte. Ltd, Singapore Singapore 72.41 83.38

22 INCAT International PLC. UK 72.41 83.38

23 Tata Technologies Europe Ltd UK 72.41 83.38

24 INCAT GmbH. Germany 72.41 83.38

25 Tata Technologies Inc USA 72.62 83.51

26 Tata Technologies de Mexico, S.A. de C.V. Mexico 72.62 83.51

27 Tata Technologies (Canada) Inc. Canada 72.62 83.51

28 Miljobil Greenland AS Norway 71.69 71.69

29 JaguarLandRover Plc (formely known as JaguarLandRover Ltd) UK 100 100

30 Jaguar Cars Overseas Holdings Ltd UK 100 100

31 Jaguar Land Rover Austria GmbH Austria 100 100

32 Jaguar Belgium NV Belgium 100 100

33 Jaguar Cars Ltd UK 100 100

34 Jaguar Land Rover Japan Ltd Japan 100 100

35 Jaguar Cars South Africa (pty) Ltd South Africa 100 100

36 Jaguar Italia SpA (merged into Land Rover Italia w.e.f December 31, 2011) Italy - 100

37 Jaguar Land Rover Exports Ltd

(formerly known as Jaguar Cars Exports Ltd) UK 100 100

38 The Daimler Motor Company Ltd UK 100 100

39 The Jaguar Collection Ltd UK 100 100

40 Daimler Transport Vehicles Ltd UK 100 100

41 S.S. Cars Ltd UK 100 100

42 The Lanchester Motor Company Ltd UK 100 100

43 Jaguar Hispania SL Spain 100 100

44 Jaguar Land Rover Deutschland (formerly known asJaguar Deutschland GmbH) Germany 100 100

45 Land Rover UK 100 100

46 Land Rover Group Ltd UK 100 100

47 Jaguar Land Rover North America LLC USA 100 100

48 Land Rover Belux SA/NV Belgium 100 100

49 Land Rover Ireland Ltd Ireland 100 100

50 Land Rover Nederland BV Netherlands 100 100

51 Jaguar Land Rover Portugal - Veiculos e Pecas, LDA Portugal 100 100

52 Jaguar Land Rover Australia Pty Ltd Australia 100 100

53 Land Rover Exports Ltd UK 100 100

54 Jaguar Land Rover Italia SpA (formerly known as Land Rover Italia SpA) Italy 100 100

55 Land Rover Espana SL Spain 100 100

56 Land Rover Deutschland GmbH

(merged into Jaguar Deutschland w.e.f. November 28, 2011) Germany - 100

57 Jaguar Land Rover Korea Co. Ltd South Korea 100 100

58 Jaguar Land Rover Automotive Trading (Shanghai) Co. Ltd China 100 100

59 Jaguar Land Rover Canada ULC Canada 100 100

60 Jaguar Land Rover France, SAS France 100 100

61 Jaguar Land Rover (South Africa) (pty) Ltd South Africa 100 100

62 Jaguar Land Rover Brazil LLC Brazil 100 100

63 Limited Liability Company "Jaguar Land Rover" (Russia) Russia 100 100

64 Land Rover Parts Ltd UK 100 100

65 Land Rover Parts US LLC (dissolved w.e.f. September 30, 2011) USA - 100

66 Tata Hispano Motors Crrosseries Maghreb, Morroco Spain 100 100

67 Tata Daewoo Commercial Vehicle Sales and Distribution Co. Ltd. South Korea 100 100

68 Tata Engineering Services (Pte) Limited Singapore 78.39 78.39

69 Jaguar Land Rover (South Africa) Holdings Ltd.

(Incorporated on September 9, 2011) UK 100 -

* Effective holding % of the Company directly and through its subsidiaries.

(e) The following joint venture companies are considered in the consolidated financial statements:% of holding either directly or

through subsidiariesCountry of As at As at

incorporation March 31, March 31,

Sr No. Name of the joint venture company 2012 2011

1 Fiat India Automobiles Limited India 50.00 50.00

2 Tata HAL Technologies Ltd ** India 36.20 41.69

** Effective holding % of the Company as it is a Joint Venture of Tata Technologies Ltd

(II) Significant accounting policies :(a) Revenue recognition

(i) Sale of productsThe Company recognises revenue on the sale of products,net of discounts when the products are delivered to the dealer / customer or when

delivered to the carrier for exports sales, which is when risks and rewards of ownership pass to the dealer / customer. Sales include income from

services and exchange fluctuations relating to export receivables. Sales include export and other recurring and non-recurring incentives from the

Government at the national and state levels. Sale of products is presented gross of excise duty where applicable, and net of other indirect taxes.

Revenues are recognised when collectibility of the resulting receivables is reasonably assured.

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(ii) Revenue from sale of vehicles with guaranteed repurchase option /repurchase arrangementSome of the subsidiary companies sell vehicles to daily rental car companies and other fleet customers subject to guaranteed repurchase options and to

Ford Motor Group management employees, with repurchase arrangements. At the time of sale, the proceeds are recorded as deferred revenue in other

current liabilities and the cost of the vehicles are recorded as inventories. The difference between the proceeds and the guaranteed repurchase amount

is recognised in Sales over the term of the arrangement, using a straight-line method. The difference between the cost of the vehicle and the estimated

auction value is netted off against revenue over the term of the lease.

(iii) Revenue from software consultancy on time and materials contracts is recognised based on certification of time sheet and billed to clients as per the terms

of specific contracts. On fixed price contracts, revenue is recognised based on milestone achieved as specified in the contracts on the proportionate

completion method on the basis of the work completed. Foreseeable losses on such contracts are recognized when probable. Revenue from rendering

annual maintenance services is recognised proportionately over the period in which services are rendered. Revenue from third party software products and

hardware sale is recognised upon delivery.

(iv) Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to measurability or

collectability exits.

(v) Interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to

measurability or collectability exists.

(b) Depreciation and amortisation(i) Depreciation is provided on Straight Line Method basis (SLM) over the estimated useful lives of the assets. Estimated useful lives of assets are as

follows:

Type of Asset Estimated useful life

Leasehold land amortised over the period of the lease

Buildings 20 to 40 years

Plant, machinery and equipment 9 to 30 years

Computers and other IT assets 3 to 6 years

Vehicles 3 to 10 years

Furniture, fixtures and office appliances 3 to 20 years

Technical know-how 2 to 10 years

Developed technologies 10 years

Computer software 1 to 8 years

Special tools are amortised on a straight line basis over the lives of the model concerned, which is 7 to 10 years.

Capital assets, the ownership of which does not vest with the Company, other than leased assets, are depreciated over the estimated period of their

utility or five years, whichever is less.

(ii) Product development cost are amortised over a period of 36 months to 120 months or on the basis of actual production to planned production volume

over such period.

(iii) In respect of assets whose useful life has been revised, the unamortised depreciable amount has been charged over the revised remaining useful

life.

(iv) Depreciation is not recorded on capital work-in-progress / intangible assets under development until construction and installation are complete and

asset is ready for its intended use.

(c) Fixed assets(i) Fixed assets are stated at cost of acquisition or construction less accumulated depreciation / amortisation.

(ii) The product development cost incurred on new vehicle platform, engines, transmission and new products are recognised as fixed assets, when

feasibility has been established, the Company has committed technical, financial and other resources to complete the development and it is probable

that asset will generate probable future benefits.

(iii) Cost includes purchase price, taxes and duties, labour cost and directly attributable costs for self constructed assets and other direct costs incurred

upto the date the asset is ready for its intended use. Borrowing cost incurred for qualifying assets is capitalised up to the date the asset is ready for

intended use, based on borrowings incurred specifically for financing the asset or the weighted average rate of all other borrowings, if no specific

borrowings have been incurred for the asset. The cost of acquisition is further adjusted for exchange differences relating to long term foreign

currency borrowings attributable to the acquisition of depreciable asset w.e.f. April 1, 2007.

(iv) Software not exceeding ` 25,000 and product development costs relating to minor product enhancements, facelifts and upgrades are charged off

to the Profit and Loss Statement as and when incurred.

(d) ImpairmentAt each Balance Sheet date, the Company assesses whether there is any indication that the fixed assets have suffered an impairment loss. If any such

indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where it is not possible to

estimate the recoverable amount of individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

As per the assessment conducted by the Company at March 31, 2012, there were no indications that the fixed assets have suffered an impairment loss.

(e) Leases(i) Finance lease

Assets acquired under finance leases are recognised at the lower of the fair value of the leased assets at inception and the present value of minimum

lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods

during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Assets given under finance leases are recognised

as receivables at an amount equal to the net investment in the lease and the finance income is based on a constant rate of return on the outstanding

net investment.

(ii) Operating leaseLeases other than finance lease ,are operating leases and the leased assets are not recognised on the Company’s Balance Sheet. Payments under

operating leases are recognised in the Profit and Loss Statement on a straight line basis over the lease term.


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(f) Transactions in foreign currencies and accounting of derivatives

(i) Exchange differences

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and

liabilities are translated at year end exchange rates.

(1) Exchange differences arising on settlement of transactions and translation of monetary items other than those covered by (2) below are

recognised as income or expense in the year in which they arise. Exchange differences considered as borrowing cost are capitalised to the

extent these relate to the acquisition / construction of qualifying assets and the balance amount is recognised in the Profit & Loss Statement.

(2) Exchange differences relating to long term foreign currency monetary assets / liabilities are accounted for with effect from April 1, 2007 in the

following manner:

- Differences relating to borrowings attributable to the acquisition of the depreciable capital asset are added to / deducted from the cost

of such capital assets.

- Other differences are accumulated in Foreign Currency Monetary Item Translation Difference Account, to be amortised over the period,

beginning April 1, 2007 or date of inception of such item, as applicable, and ending on March 31, 2011 or the date of its maturity, whichever

is earlier.

- Pursuant to notification issued by the Ministry of Corporate Affairs, on December 29, 2011, the exchange differences on long term foreign

currency monetary items (other than those relating to acquisition of depreciable asset) are amortised over the period till the date of

maturity or March 31, 2020, whichever is earlier.

(3) On consolidation, the assets, liabilities and goodwill or capital reserve arising on the acquisition, of the Group’s overseas operations are translated

at exchange rates prevailing on the balance sheet date. Income and expenditure items are translated at the average exchange rates for the year/

month. Exchange differences arising in case of integral foreign operations are recognised in the Profit and Loss Statement and exchange

differences arising in case of non integral foreign operations are recognised in the Group’s Translation Reserve classified under Reserves and

surplus.

(ii) Hedge accounting

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable

forecast transactions. With effect from April 1, 2008, the Company designates such forward contracts in a cash flow hedging relationship by applying

the hedge accounting principles set out in Accounting Standard 30- Financial Instruments: Recognition and Measurement.

These forward contracts are stated at fair value at each reporting date. Changes in the fair value of these forward contracts that are designated and

effective as hedges of future cash flows are recognised directly in Hedging Reserve Account under Reserves and surplus, net of applicable deferred

income taxes and the ineffective portion is recognised immediately in the Profit and Loss Statement.

Amounts accumulated in Hedging Reserve Account are reclassified to profit and loss in the same periods during which the forecasted transaction

affects Profit and Loss Statement.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge

accounting. For forecasted transactions, any cumulative gain or loss on the hedging instrument recognised in Hedging Reserve Account is retained

there until the forecasted transaction occurs.

If the forecasted transaction is no longer expected to occur, the net cumulative gain or loss recognised in Hedging Reserve Account is immediately

transferred to the Profit and Loss Statement for the year.

( i i i ) Premium or discount on forward contracts other than those covered in (ii) above is amortised over the life of such contracts and is recognised as

income and expense. Foreign currency options and other derivatives are stated at fair value as at the year end with change in fair value recognised

in the Profit and Loss Statement.

(g) Product warranty expenses

The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature,

frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product

failures. The timing of outflows will vary as and when warranty claim will arise - being typically upto five years.

(h) Income on vehicle loan

Interest income from loan contracts in respect of vehicles and income from plant given on lease, are accounted for by using the Internal Rate of Return

method. Consequently, a constant rate of return on the net outstanding amount is accrued over the period of contract. The Company and its subsidiary

provides an allowance for finance receivables that are in arrears for more than 11 months, to the extent of an amount equivalent to the outstanding principal

and amounts due but unpaid considering probable inherent loss including estimated realisation based on past performance trends. In respect of loan

contracts that are in arrears for more than 6 months but not more than 11 months, allowance is provided to the extent of 10% of the outstanding and amount

due but unpaid.

(i) Sale of finance receivables

The Company and its subsidiary sells finance receivables to Special Purpose Entities (“SPE”) in securitisation transactions. Recourse is in the form of the

Company and its subsidiary’s investment in subordinated securities issued by these special purpose entities, cash collateral and bank guarantees. The loans

are derecognised in the balance sheet when they are sold and consideration has been received by the Company and its subsidiary. Sales and transfers that

do not meet the criteria for surrender of control are accounted for as secured borrowings.


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Gains or losses from the sale of loans are recognised in the period the sale occurs based on the relative fair value of the portion sold and the portion allocated

to retained interests, except for subsidiaries which are governed by prudential norms for income recognition issued by the Reserve Bank of India for Non

Banking Financial Companies (NBFC), where gains or losses on sale are accounted for as per these norms.

In case of a subsidiary, the estimated liability for servicing expenses in respect of assigned receivables is made based on the ratio between the cost incurred

for servicing current receivables and the collection made during the year.

(j) Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of raw materials and consumables are ascertained on a moving weighted average

/ monthly moving weighted average basis, except for Jaguar and Land Rover which is on FIFO basis. Cost, including variable and fixed overheads, are allocated

to work-in-progress and finished goods determined on full absorption cost basis. Net realisable value is estimated selling price in the ordinary course of

business less estimated cost of completion and selling expenses.

(k) Employee benefits

(i) Pension plans

One of the major subsidiary group, Jaguar Land Rover, operates several defined benefit pension plan, which are contracted out of the second state

pension scheme. The assets of the plan are held in separate trustee administered funds. The plans provide for monthly pension after retirement as per

salary drawn and service period as set out in rules of each fund.

Contributions to the plans by the subsidiary group take into consideration the results of actuarial valuations. The plans with a surplus position at the year

end have been limited to the maximum economic benefit available from unconditional rights to refund from the scheme or reduction in future

contributions. Where the subsidiary group is considered to have a contractual obligation to fund the pension plan above the accounting value of the

liabilities, an onerous obligation is recognised.

The actuarial losses (net) and movement in restriction of pension assets (net) of ̀ 128.12 crores (credit) (net of tax ) for the year ended March 31, 2012

and ̀ 3,870.58 crores (debit) (net of tax) as at March 31, 2012 of pension plans of Jaguar Cars Ltd and Land Rover,UK , have been accounted in “Reserves

and surplus” in the consolidated financial statements in accordance with IFRS principles and permitted by AS21.

A separate defined contribution plan is available to employees of a major subsidiary group, Jaguar Land Rover. Costs in respect of this plan are charged

to the Profit and Loss Statement as incurred.

(ii) Gratuity

The Company and some of its subsidiaries in India have an obligation towards gratuity, a defined benefit retirement plan covering eligible employees.

The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an

amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The

Company and the said subsidiaries make annual contributions to gratuity funds established as trusts. Some subsidiaries have obtained insurance policies

with the Life Insurance Corporation of India. The Company and some of its subsidiaries account for the liability for gratuity benefits payable in future

based on an independent actuarial valuation.

(iii) Superannuation

The Company and some of its subsidiaries have two superannuation plans, a defined benefit plan and a defined contribution plan. An eligible employee

on April 1, 1996 could elect to be a member of either plan.

Employees who are members of the defined benefit superannuation plan are entitled to benefits depending on the years of service and salary drawn.

The monthly pension benefits after retirement range from 0.75% to 2% of the annual basic salary for each year of service. The Company and the said

subsidiaries account for superannuation benefits payable in future under the plan based on an independent actuarial valuation.

With effect from April 1, 2003, this plan was amended and benefits earned by covered employees have been protected as at March 31, 2003. Employees

covered by this plan are prospectively entitled to benefits computed on a basis that ensures that the annual cost of providing the pension benefits

would not exceed 15% of salary.

The Company and some of its subsidiaries maintain separate irrevocable trusts for employees covered and entitled to benefits. The Company and its

subsidiaries contributes up to 15% of the eligible employees’ salary to the trust every year. Such contributions are recognised as an expense when

incurred. The Company and the said subsidiaries have no further obligation beyond this contribution.

(iv) Bhavishya Kalyan Yojana (BKY)

Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan include pension in certain case, payable upto the date of normal

superannuation had the employee been in service, to an eligible employee at the time of death or permanent disablement, while in service, either as

a result of an injury or as certified by the Company’s medical board. The monthly payment to dependents of the deceased / disabled employee under

the plan equals 50% of the salary drawn at the time of death or accident or a specified amount, whichever is higher. The Company accounts for the liability

for BKY benefits payable in future based on an independent actuarial valuation.



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(v) Severance indemnity

Tata Daewoo Commercial Vehicle Company Ltd and Tata Daewoo Commercial Vehicle Service Company Ltd, subsidiary companies incorporated in Korea

has an obligation towards severance indemnity, a defined benefit retirement plan, covering eligible employees. The plan provides for a lump sum

payment to all employees with more than one year of employment equivalent to 30 days’ salary payable for each completed year of service.

(vi) Post-retirement medicare scheme

Under this scheme, employees of the Company and some of its subsidiaries get medical benefits subject to certain limits of amount, periods after

retirement and types of benefits, depending on their grade and location at the time of retirement. Employees separated from the Company as part of

Early Separation Scheme, on medical grounds or due to permanent disablement are also covered under the scheme. The Company and the said

subsidiaries account for the liability for post-retirement medical scheme based on an independent actuarial valuation.

(vii) Provident fund and family pension

The eligible employees of the Company and some of its subsidiaries are entitled to receive benefits in respect of provident fund, a defined contribution

plan, in which both employees and the company/subsidiaries make monthly/annual contributions at a specified percentage of the covered employees’

salary (currently 12% of employees’ salary). The contributions, as specified under the law, are made to the provident fund and pension fund set up as

irrevocable trust by the Company and its subsidiaries or to respective Regional Provident Fund Commissioner and the Central Provident Fund under

the State Pension scheme. The Company and some of its subsidiaries are generally liable for monthly/annual contributions and any shortfall in the fund

assets based on the government specified minimum rates of return or pension and recognises such contributions and shortfall, if any, as an expense

in the year incurred.

(viii) Compensated absences

The Company and some of its subsidiaries provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled

to accumulate leave subject to certain limits, for future encashment. The liability is provided based on the number of days of unutilized leave at each

balance sheet date on basis of an independent actuarial valuation.

(l) Investments

i. Long term investments are stated at cost less other than temporary diminution in value, if any.

ii. Investment in associate companies are accounted as per the 'Equity method', and accordingly, the share of post acquisition reserves of each of the

associate companies has been added to / deducted from the cost of investments.

iii. Current investments are stated at lower of cost and fair value. Fair value of investments in mutual funds are determined on portfolio basis.

(m) Income taxes

Tax expense comprises current and deferred taxes. Current taxes are determined based on respective taxable income of each taxable entity and tax rules

applicable for respective tax jurisdictions. Current tax is net of credit for entitlement for Minimum Alternative Tax.

Deferred tax is recognised, on timing differences, being the difference between taxable income and accounting income that originate in one period and are

capable of reversal in one or more subsequent periods.Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised

if there is virtual certainty that there will be sufficient future taxable income available to realise such losses.Such deferred tax assets and liabilities are

computed separately for each taxable entity and for each taxable jurisdiction.

Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when asset is realised or the liability is settled,

based on tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date.

The tax expense is not comparable with the profit before tax, since it is consolidated on a line-by-line addition for each subsidiary company and no tax effect

is recorded in respect of consolidation adjustments. This accounting treatment is as per accounting standard AS-21.

(n) Redemption premium on Foreign Currency Convertible Notes (FCCN) / Convertible Alternative Reference Securities (CARS) / NonConvertible Debentures (NCD)

Premium payable on redemption of FCCN / CARS / NCD as per the terms of issue, is provided fully in the year of issue by adjusting against the Securities

Premium Account (SPA) (net of tax). Any change in the premium payable, consequent to conversion or exchange fluctuations is adjusted to the SPA.

(o) Borrowing costs

Fees towards structuring / arrangements and underwriting and other incidental costs incurred in connection with borrowings are amortised over the period

of the loan.

(p) Liabilities and contingent liabilities

The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial

statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but

does not record a liability in its accounts unless the loss becomes probable.


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(` in crores)

2. Share capital As at As at

March 31, March 31,

2012 2011

(a) Authorised :350,00,00,000 Ordinary shares of ` 2 each




30,00,00,000 Convertible Cumulative Preference shares of `100 each

(as at March 31, 2011: 30,00,00,000 shares of ` 100 each) 3,000.00 3,000.00

3,900.00 3,900.00

(b) Issued, subscribed and fully paid :269,16,13,455 Ordinary shares of ` 2 each




634.71 634.61

(c) Calls unpaid - Ordinary shares (0.01) (0.01)

(d) Forfeited shares - Ordinary shares 0.05 0.05

(e) Amount received in respect of Ordinary shares pending allotment - 3.06

634.75 637.71

(f ) Movement of number of shares and share capital : 2011-2012 2010-2011

(i) Ordinary shares : No. of Shares (` in crores) No. of Shares (` in crores)

Shares as on April 1 53,82,72,284 538.27 50,63,81,170 506.38


Add: Shares issued through Qualified Institutional Placement (QIP) - - 8,320,300 8.32

Add: Shares issued through conversion of

Foreign Currency Convertible Notes (FCCN) - - 2,35,70,426 23.57

53,83,22,483 538.32 53,82,72,284 538.27

Subdivison of Ordinary shares of ` 10 each into 5 shares of ` 2 each 269,16,12,415 538.32 - -

Add: Shares issued out of held in abeyance 1,040 -* - -


(ii) ‘A’ Ordinary shares :Shares as on April 1 9,63,41,706 96.34 6,41,76,374 64.18


Add: Shares issued through Qualified Institutional Placement (QIP) - - 3,21,65,000 32.16

9,63,86,471 96.39 9,63,41,706 96.34

Subdivison of ‘A’ Ordinary shares of ` 10 each into 5 shares of ` 2 each 48,19,32,355 96.39 - -

Add: Shares issued out of held in abeyance 760 -* - -


* Less than ` 5,000/-

(g) Rights, preferences and restrictions attaching to shares :(i) Ordinary shares of ̀ 2 each :

- In respect of every Ordinary share (whether fully paid or partly paid), voting right shall be in same proportion as the capital paid upon such Ordinary

share bears to the total paid up ordinary capital of the Company.

- The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case

of Interim dividend.

- In the event of liquidation, the shareholders of Ordinary shares are eligible to receive the remaining assets of the Company after distribution of all

preferential amounts, in proportion to their shareholdings.

(ii) ‘A’ Ordinary shares of ̀ 2 each :- The holders of ‘A’ Ordinary shares shall be entitled to dividend on each ‘A’ Ordinary share which will be of five percentage on face value more than

the aggregate rate of dividend payable on Ordinary shares for financial year.

- If any resolution at any general meeting of shareholders is put to vote on poll, or if any resolution is put to vote by postal ballot, each ‘A’ Ordinary

shareholder shall be entitled to one vote for every ten ‘A’ Ordinary shares held.

- In case there is a resolution put to vote in the shareholders meeting and is to be decided on a show of hands, the holders of ‘A’ Ordinary shares shall

be entitled to the same number of votes as available to holders of Ordinary shares.

(iii) American Depository Shares (ADSs) and Global Depositary Shares (GDSs) :- Holders of ADS and GDS are not entitled to attend or vote at shareholders meetings. Holders of ADS may exercise voting rights with respect to the

Ordinary shares represented by ADS only in accordance with the provisions of the Company’s ADS deposit agreement and Indian Law. The depository

for the holders of the Global Depository Receipts (GDRs) shall exercise voting rights in respect of the GDS by issue of an appropriate proxy or power

of attorney in terms of the deposit agreement pertaining to the GDRs.

- Shares issued upon conversion of ADSs will rank pari passu with existing Ordinary Shares of `2/- each in all respects including entitlement of the

dividend declared.


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(h) Number of shares held by each shareholder holding more than 5 percent of the issued share capital :


% Issued No. of shares % Issued No. of shares

share capital share capital

(i) Ordinary shares :(a) Tata Sons Limited 25.96% 69,88,33,345 25.61% 13,78,58,939

(b) Life Insurance Corporation of India 6.75% 18,17,10,232 7.61% 4,09,53,666

(c) Tata Steel Limited 5.49% 14,78,10,695 5.49% 2,95,62,139

(d) Citibank N A as Depository # 43,54,28,360 # 10,97,28,393

(ii) 'A' Ordinary shares :(a) HDFC Trustee Co Limited - HDFC Top 200 Fund 6.67% 3,21,37,761 * -

(b) HDFC Trustee Co Limited - HDFC Equity Fund 6.07% 2,92,46,932 * -

(c) Tata Sons Limited * - 17.54% 1,69,01,979

(d) IVY Funds, INC. Asset Strategy Fund * - 9.65% 92,98,590

# held by Citibank, N.A. as depository for American Depository Shares (ADSs) and Global Depository Shares (GDSs)

* Less than 5%

During the year, the Company has subdivided Ordinary shares and 'A' Ordinary shares having face value of ` 10 each into 5 shares having face value of

` 2 each. Consequently the number of shares as at March 31, 2011 is not comparable.

(i) Information regarding issue of shares in the last five years

(a) The Company has not issued any shares without payment being received in cash.

(b) The Company has not issued any bonus shares.

(c) The Company has not undertaken any buy-back of shares.

(j) Other Notes

(i) The Company has issued the Foreign Currency Convertible Notes (FCCNs) and Convertible Alternative Reference Securities (CARS) which are convertible

into Ordinary shares or ADSs. Additionally, CARS can be converted into Qualifying Securities in case there has been a qualifying issue as per the terms of

Issue. The terms of issue along with the earliest dates of conversion are given on page 184, note 3.

(ii) The entitlements to 4,93,000 Ordinary shares of ` 2 each (as at March 31, 2011 : 99,310 Ordinary shares of ` 10 each) and 2,73,400 'A' Ordinary shares

of ` 2 each (as at March 31, 2011: 54,832 'A' Ordinary shares of ` 10 each) are subject matter of various suits filed in the courts / forums by third parties

for which final order is awaited and hence kept in abeyance.

(iii) The application for 49,836 Ordinary shares of `10 each and 44,626 'A' Ordinary shares of `10 each have been received, to be issued out of shares kept

in abeyance as on March 31, 2011, for which allotment is pending.

(iv) During the year ended March 31, 2011, the Company has issued shares aggregating US$ 750 million, comprising ‘A’ Ordinary shares aggregating US$ 550

million and Ordinary shares aggregating US$ 200 million through Qualified Institutional Placement (QIP). Consequently, the Company has allotted 3,21,65,000

‘A’ Ordinary shares at a price of ` 764 per ‘A’ Ordinary share (including a premium of ` 754 per ‘A’ Ordinary share) and 83,20,300 Ordinary shares at a price

of ` 1,074 per Ordinary share (including a premium of ` 1,064 per Ordinary share) aggregating to a total issue size of ` 3,351 crores.

(v) Subsequent to the year ended March 31, 2012, the Company has allotted :

(a) 25 Ordinary shares and 26,075 'A' Ordinary shares out of shares held in abeyance; and

(b) 22,370 Ordinary shares upon conversion of one Convertible Alternative Reference Securities (CARS) due 2012 and 1,60,95,391 Ordinary shares

upon conversion of 422, 4% Foreign Currency Convertible Notes (FCCN) due 2014.


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(` in crores)

As at As at March 31, March 31,

2011 Additions Deductions 20123. Reserves and surplus

(a) Securities Premium Account [Notes (i) and (ii)] 11,350.68 9.18 173.10 11,186.76 6,714.59 4,829.80 193.71 11,350.68

(b) Capital Redemption Reserve 2.28 - - 2.282.28 - - 2.28

(c) Capital Reserve (on consolidation) [Note (iii)] 367.30 38.06 - 405.36 358.89 8.41 - 367.30

(d) Debenture Redemption Reserve 1,102.15 70.00 - 1,172.15 1,102.15 - - 1,102.15

(e) Amalgamation Reserve 0.05 - - 0.05 0.05 - - 0.05

(f ) Special Reserve 95.76 49.29 - 145.05 68.96 26.80 - 95.76

(g) Revaluation Reserve [Note (iv)] 144.63 - 51.73 92.90 185.73 - 41.10 144.63

(h) Hedging Reserve Account [Note (v)] 208.76 - 369.93 (161.17) - 208.76 - 208.76

(i) Pension Reserve [Note (vi)] (3,998.70) 1,619.10 1,490.98 (3,870.58) (1,722.61) - 2,276.09 (3,998.70)

(j) Earned Surplus Reserve [Note (vii)] 11.83 2.68 - 14.51 10.62 1.21 - 11.83

(k) Reserves on Research and Human Resource Development [Note (viii), page 183] 155.88 13.41 - 169.29 99.69 56.19 - 155.88

(l) Restricted Reserve 0.39 - - 0.39 0.39 - - 0.39

(m) Translation Reserve [Note (ix), page 183] (2,186.13) 2,363.59 - 177.46 (2,749.92) 563.79 - (2,186.13)

(n) General Reserve [Note (x), page 183] 4,817.39 185.17 17.79 4,984.77 4,582.91 234.48 - 4,817.39

(o) Profit and Loss Account / Surplus [Note (xi), page 183] 6,461.49 13,516.50 1,782.03 18,195.96 (1,017.85) 9,273.62 1,794.28 6,461.49

18,533.76 17,866.98 3,885.56 32,515.18 7,635.88 15,203.06 4,305.18 18,533.76

2011-2012 2010-2011

Additions Deductions Additions DeductionsNotes:-(i) The opening and closing balances of Securities Premium Account are net

of calls in arrears of ` 0.03 crore

(ii) Securities Premium Account :(a) Premium on shares issued which were held in abeyance out of Rights

issue of shares (previous year premium on shares issued on conversion

of Foreign Currency Convertible Notes (FCCN) and held in abeyance out of

Rights issue of shares) 2.98 - 1,466.70 -

(b) Premium on issue of shares through Qualified Institutional Placement (QIP) - - 3,310.52 -

(c) FCCN conversion expenses / QIP issue expenses, recovery of expenses on

issue of GDS and FCCN and brokerage, stamp duty and other fees on

Non-Convertible Debentures

[net of tax ` Nil (2010-11 ` 1.77 crores)] - 76.69 0.51 193.71

(d) Premium on redemption of Debentures / FCCN / Convertible Alternative

Reference Securities (CARS) (net) (including exchange differences and

withholding tax) [net of tax ` 15.99 crore (2010-11 ` 139.99 crores)] - 96.41 52.07 -

(e) Profit on sale of plant items written off in earlier years 6.20 - - -

9.18 173.10 4,829.80 193.71

(iii) The addition to Capital Reserve represents exchange gain (net) on opening

balances in respect of foreign subsidiaries.

(iv) Revaluation Reserve :(a) Depreciation on revalued portion of assets taken over on

amalgamation of a company - 0.44 - 0.44

(b) Depreciation on revalued portion of assets of a subsidiary company - 51.29 - 40.66

- 51.73 - 41.10

(v) The deduction to Hedging Reserve Account is net of tax ` 45.88 crores (2010-11 ` Nil).

(vi) Pension Reserve :(a) Actuarial losses (net) - 1,490.98 - 1,387.42

(b) Movement in restriction of pension assets 346.60 - - 888.67

(c) Tax impact on actuarial losses (net) and

movement in restriction of pension assets 1,272.50 - - -

1,619.10 1,490.98 - 2,276.09


(vii) Under the Korean Commercial Code, Tata Daewoo Commercial Vehicle Company Ltd. (TDCV), a subsidiary, is required to appropriate annually at least 10% of cash

dividend declared each year to a legal reserve, Earned Surplus Reserve until such reserve equals 50% of capital stock of TDCV. This reserve may not be utilized

for cash dividends but may only be used to off-set against future deficit, if any, or may be transferred to capital stock of TDCV.


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Additions Deductions Additions Deductions

(x) General Reserve :(a) Amount recovered (net) towards indemnity relating to business

amalgamated in prior year 0.04 - 0.28 -

(b) Amount written off / written back by a subsidiary against

Securities Premium Account [net of tax of ` 1.50 crores (2010-11: ` Nil)] 0.77 3.13 5.42 -

(c) Amount written off by an associate against Securities Premium Account - 14.66 - -

(d) Incentives received by an associate 26.33 - - -

(e) Amount transferred from Profit and Loss Account (Surplus) 158.03 - 228.78 -

185.17 17.79 234.48 -

(xi) Profit and Loss Account (Surplus) :(a) Profit for the year 13,516.50 - 9,273.62 -

(b) Tax on interim dividend by subsidiaries

(including Group's share of subsidiaries' dividend tax) - 3.00 - 3.61

(c) Proposed dividend - 1,280.70 - 1,274.23

(d) Tax on proposed dividend

(including Group's share of subsidiaries' dividend tax) - 204.92 - 203.46

(e) Debenture Redemption Reserve - 7 0 . 0 0 - -

(f ) General Reserve - 1 5 8 . 0 3 - 228.78

(g) Special Reserve - 4 9 . 2 9 - 26.80

(h) Earned Surplus Reserve - 2 . 6 8 - 1.21

(i) Reserve on Research and Human Resource Development - 1 3 . 4 1 - 56.19

13,516.50 1,782.03 9,273.62 1,794.28


(` in crores)

As at As at

March 31, March 31,

4. Long-term borrowings 2012 2011

(A) Secured :(a) Privately placed Non-Convertible Debentures [Notes 1(a) below, 2(a), 2(b) and 2(c), page 184] 4,646.65 4,725.00

(b) Term loans from banks [Notes 1(b) below, 2(d) and 2(e), page 184] 2,957.52 4,520.24

(c) Finance lease obligations [Notes 31(A) (a) (ii), page 196] 32.28 12.38

7,636.45 9,257.62

(B) Unsecured :(a) Foreign Currency Convertible Notes (FCCN) /

Convertible Alternative Reference Securities (CARS) [Note 3, page 184] 597.36 2,632.60

(b) Privately placed Non-Convertible Debentures [Note 1(a) below] 1,049.40 899.95

(c) Subordinated perpetual debentures 150.00 150.00

(d) Term loans :

(i) From banks [Note 1(b) below] 5,668.26 2,021.23

(ii) From other 216.59 201.27

(e) Senior Notes (Note 37 (c), page 204) 12,327.19 -

(f ) Deposits [Note 1(c) below] :

(i) Deposits accepted from public 238.28 1,523.34

(ii) Deposits accepted from shareholders 78.95 569.99

20,326.03 7,998.38

TOTAL (A+B) 27,962.48 17,256.00

Notes :

(1) Terms of redemption / repayments :

(a) Privately placed Non-Convertible Debentures will be redeemed from 2013-14 to 2025-26.

(b) Term loans from banks are repayable from 2013-14 to 2018-19.

(c) Deposits accepted from public and shareholders are for a fixed tenor of up to three years.

(viii) Reserve for Research and Human Resource Development

Under the Special Tax Treatment Control Law, TDCV appropriated retained earnings for research and human resource development. The reserve, which was

used for its own purpose, is regarded as ‘Discretionary Appropriated Retained Earnings’.

(` in crores)

(ix) Translation Reserve represents conversion of balances in functional currency of foreign subsidiaries (net of minority share) and associates. [Note (f)(i)(3), page 177]

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Notes :(2) Nature of security (on loans including interest accrued thereon) :

(a) Rated, Listed, Secured, Credit Enhanced, 2% Coupon, Premium Redemption Non-Convertible Debentures amounting to ̀ 3,400 crores (including current

maturities of long term debts) are secured by a second charge in favour of Vijaya Bank, Debenture Trustee and first ranking pari passu charge in favour

of State Bank of India as Security trustee on behalf of the Guarantors, by way of English mortgage of the Company’s lands, freehold and leasehold, together

with all buildings, constructions and immovable and movable properties situated at Chinchwad, Pimpri, Chikhali and Maval in Pune District and plant and

machinery and other movable assets situated at Pantnagar in the State of Uttarakhand and at Jamshedpur in the State of Jharkhand. `350 crores are

classified as current liabilities being maturing before March 31, 2013.

(b) Rated, Listed, Secured, 9.95% Coupon, Non-Convertible Debentures amounting to ̀ 200 crores and 10.25% Coupon, Non-Convertible Debentures amounting

to ` 500 crores are secured by a pari passu charge by way of an English mortgage of the Company’s freehold land together with immovable properties,

plant and machinery and other movable assets (excluding stock and book debts) situated at Sanand in the State of Gujarat.

(c) Privately placed Non-Convertible Debentures amounting to `1,554 crores are fully secured by :

i) First charge on residential flat of Tata Motors Finance Limited (TMFL), a subsidiary of the Company.

ii) Pari passu charge is created with the security trustee for loans from banks on:

- All receivables of TMFL arising out of loan and trade advances,

- All book debts of TMFL arising out of loan and trade advances.

iii) First charge on secured / unsecured loans given by TMFL as identified from time to time and accepted by the debenture trustee.

iv) Any other security as identified by TMFL and acceptable to the debenture trustee.

v) `525 crores are classified as current libilities being maturing before March 31, 2013.

(d) Loans from banks are secured by hypothecation of existing current assets of the Company viz. stock of raw materials, stock in process, semi-finished goods,

stores and spares not relating to plant and machinery (consumable stores and spares), bills receivable and book debts including receivable from Hire

Purchase / Leasing and all other moveable current assets except cash and bank balances, loans and advances of the Company both present and future.

(e) Term loans from banks amounting to `2,100 crores are secured by a pari passu charge in favour of the security trustee on receivables and book debts

arising out of loans and advances and such current assets as may be identified by TMFL from time to time and accepted by the security trustee.

(3) Foreign Currency Convertible Notes (FCCN) and Convertible Alternative Reference Securities (CARS) :The Company issued the FCCN and CARS which are convertible into Ordinary shares or ADSs. Additionally, CARS can be converted into Qualifying Securities*

in case there has been a Qualifying Issue as per the terms of Issue. The particulars, terms of issue and the status of conversion as at March 31, 2012 are given

below :


* Qualifying Securities holders will have no or differential voting rights in comparison to the existing shareholders and will have no rights to withdraw

the underlying Shares except upon certain conditions as per the terms of issue.

@ Increased due to cash dividend distribution antidilution adjustment as per terms of issue.

** Classified as current liabilities as maturing before March 31, 2013.

Issue 1% FCCN (due 2011) 0% CARS (due 2012) ** 4% FCCN (due 2014)Issued on April 27, 2004 July 11, 2007 October 15, 2009

Issue Amount (in INR at the time of US $ 300 million US $ 490 million US $ 375 million

the issue) (` 1,315.50 crores) (` 1,992.71 crores) (` 1,794.19 crores)

Face Value US $ 1,000 US $ 100,000 US $ 100,000

Conversion Price per share ` 780.400 ` 960.96 ` 623.88

at fixed exchange rate US $ 1 = ` 43.85 US $ 1 = ` 40.59 US $ 1 = ` 46.28

Reset Conversion Price ` 736.72 ` 181.43 ` 121.34

(Due to Rights Issue,GDS Issue

and subdivision of shares) US $ 1 = ` 43.85 US $ 1 = ` 40.59 US $ 1 = ` 46.28

Exercise Period June 7, 2004 to October 11, 2011 to November 25, 2009

March 28, 2011 June 12, 2012 (for conversion into shares or GDSs)

and October 15, 2010 (for conversion

into ADSs) to October 9, 2014

Early redemption at the option of any time (in whole but not in part) i) after October 11, 2011 at our i) any time on or after October 15,

the Company subject to certain in the event of certain changes option (in whole but not in part) 2012 (in whole but not in part) at our

conditions affecting taxation in India option

or or

ii) any time (in whole but not in ii) any time (in whole but not in part)

part) in the event of certain in the event of certain changes

changes affecting taxation in India affecting taxation in India

Redeemable on April 27, 2011 July 12, 2012 October 16, 2014

Redemption percentage of the

Principal Amount 121.781% 131.820% 108.505%

Amount converted US $ 299.10 million Nil US $ 257.60 million

Aggregate conversion into Shares

/ ADRs 2,29,50,915 Nil 1,94,23,734

Aggregate Notes Redeemed 898 Nil Nil

Aggregate Notes Bought Back Nil 170 Nil

Notes Outstanding as at March

31, 2012 Nil 4,730 1,174

Amount outstanding as at March US $ 473.00 million US $ 117.40 million

31, 2012 Nil (` 2,406.74 crores) (` 597.36 crores)

Aggregate amount of shares that

could be issued on conversion of

outstanding notes Nil 10,58,18,480 4,47,77,255@


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(` in crores)

As at As at

March 31, March 31,

2012 2011

5. Deferred tax assets and liabilities (net)(a) Classified on a company wise basis :

(i) Deferred tax asset 4,539.33 632.34

(ii) Deferred tax liability (2,165.07) (2,096.13)

Net deferred tax asset / (liability) 2,374.26 (1,463.79)

(b) Major components of deferred tax arising on account of timing differences are:Liabilities:Depreciation (1,522.35) (1,271.81)

Intangibles / product development cost and

Reserves for Research and Human Resource Development (5,711.42) (2,921.45)

Others (137.80) (30.17)

(7,371.57) (4,223.43)

Assets:Unabsorbed depreciation/ business loss 6,984.83 1,678.48

Employee benefits / expenses allowable on payment basis 2,122.29 543.75

Provision for doubtful debts 326.85 346.53

Premium on redemption of CARS (net of exchange fluctuation on premium) 126.74 111.13

Others 185.12 79.75

9,745.83 2,759.64

Net deferred tax asset / (liability) 2,374.26 (1,463.79)

2011-2012 2010-2011

(c) Tax expense :(i) Current tax

Current Tax 2,524.74 1,453.75

Less : MAT credit entitlement (293.29) (422.55)

Current tax (net of credit for Minimum Alternate Tax) 2,231.45 1,031.20

(ii) Deferred taxOpening net deferred tax liability 1,463.79 1,153.63

Debited/(Credited) to Securities Premium Account (15.99) 138.22

Debited /(Credited) to Hedging Reserve (45.88) -

Debited /(Credited) to Pension Reserve (1,272.50) -

Debited /(Credited) to General Reserve (1.50) -

Translation differences on opening balances in respect of foreign subsidiaries (230.69) (13.24)

(102.77) 1,278.61

Closing deferred tax assets / (liability) 2,374.26 (1,463.79)

Deferred tax (credit) / charge for the year [Note below] (2,271.49) 185.18

Total (i + ii) (40.04) 1,216.38

Note:

During the year ended March 31, 2012, a UK subsidiary company has recognised a tax credit of GBP 225 million (` 1,793.66 crores)(`Nil for the year ended March 31, 2011) for past income tax losses, consequent to establishing certainty of utilization on the basis

of future profit forecasts and the planned consolidation of certain subsidiaries in the UK.

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(` in crores)

As at As at

March 31, March 31,

2012 2011

6. Other long-term liabilities(a) Liability towards premium on redemption of Non-Convertible Debentures 1,577.28 1,673.83

(b) Deferred payment liabilities 286.25 328.32

(c) Interest accrued but not due on borrowings 33.24 153.62

(d) Derivative financial instruments 271.31 -

(e) Others 290.50 136.95

2,458.58 2,292.72

As at As at

March 31, March 31,

2012 2011

7. Long-term provisions(a) Employee benefit obligation 3,026.91 1,888.86

(b) Warranty and product liability [Note 35(i), page 203] 2,520.77 1,930.13

(c) Premium on redemption of Foreign Currency Convertible Notes (FCCN)

and Convertible Alternative Reference Securities (CARS) [Note 35(ii), page 203] 56.77 800.22

(d) Residual risk [Note 35(iii), page 203] 113.40 43.09

(e) Environmental cost [Note 35(iv), page 203] 164.86 130.90

(f ) Current income tax (net of payment) 147.88 -

(g) Others 40.79 32.44

6,071.38 4,825.64


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(` in crores)

As at As at

March 31, March 31,

2012 2011

8. Short-term borrowings(A) Secured :

(a) From banks [Note 2(d), page 184] 7,937.59 9,248.91

(b) From others 200.00 239.13

8,137.59 9,488.04

(B) Unsecured :(a) (i) From banks 1,266.67 1,128.65

(ii) From others 54.38 0.43

(b) Inter corporate deposits

(i) From associates 30.00 7.00

(ii) From others - 50.00

(c) Commercial paper 1,252.95 2,432.03

2,604.00 3,618.11

Total (A+B) 10,741.59 13,106.15

As at As at

March 31, March 31,

9. Trade payables 2012 2011

(a) Acceptances 4,078.74 5,389.03

(b) Other than acceptances 32,607.58 22,514.03

36,686.32 27,903.06

As at As at

March 31, March 31,

2012 2011

10. Other current liabilities(a) Liability towards vehicles sold under repurchase arrangements 1,253.44 867.80

(b) Liability for capital expenditure 1,107.30 911.67

(c) Deposits and retention money 41.89 59.32

(d) Interest accrued but not due on borrowings 762.56 354.55

(e) Current maturities of long term borrowings [Note below] 8,444.89 2,448.40

(f ) Deferred payment Liabilities 75.30 75.30

(g) Advance and progress payments from customers 2,368.83 1,967.20

(h) Statutory dues (VAT, Excise, Service Tax, Octroi etc) 3,664.53 2,102.90

(i) Employee benefit obligations 52.42 41.45

(j) Liability towards premium on redemption of Non-Convertible Debentures 96.55 -

(k) Liability towards Investors Education and Protection Fund

under Section 205C of the Companies Act, 1956 (IEPF) not due 190.05 23.84

(l) Derivative financial instruments 906.13 42.94

(m) Others 105.89 89.55

19,069.78 8,984.92

Note :Current maturities of long term borrowings consists of :(i) Privately placed Non-Convertible Debentures 875.00 500.00

(ii) Term loans from banks and others 3,404.97 738.85

(iii) Finance lease obligations 14.15 6.53

(v) Foreign Currency Convertible Notes (FCCN) /

Convertible Alternative Reference Securities (CARS) 2,406.74 4.00

(v) Deposits accepted from public and shareholders 1,744.03 1,199.02

8,444.89 2,448.40

As at As at

March 31, March 31,

2012 2011

11. Short-term provisions(a) Employee benefit obligations 424.46 884.41

(b) Warranty and product liability [Note 35(i), page 203] 2,731.40 2,196.06

(c) Current income tax (net of payment) 1,163.83 506.90

(d) Premium on redemption of Foreign Currency Convertible Notes (FCCN)

and Convertible Alternative Reference Securities (CARS) [Note 35(ii), page 203] 855.73 0.87

(e) Proposed dividend 1,280.70 1,274.23

(f ) Provision for tax on dividends 206.30 205.20

(g) Residual risk [Note 35(iii), page 203] 17.58 7.14

(h) Others 90.38 56.68

6,770.38 5,131.49

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[I] Owned Assets :(i) Land 745.30 - - 23.65 - 768.95 - - - - - - 768.95

740.08 - - 5.22 - 745.30 - - - - - - 745.30

(ii) Buildings 7,750.37 - 533.65 697.81 14.15 8,967.68 3,946.04 - 169.17 489.96 0.36 4,604.81 4,362.87 6,932.66 - 615.90 226.49 24.68 7,750.37 3,644.34 - 165.33 161.27 24.90 3,946.04 3,804.33

(iii) Plant, machinery and

equipment [Note (i)] 47,156.11 - 5,509.75 4,431.15 217.20 56,879.81 30,631.95 - 2,942.65 3,455.68 169.90 36,860.38 20,019.43 42,131.72 2.50 4,073.75 1,372.53 424.36 47,156.14 27,238.03 0.82 2,801.36 958.83 367.06 30,631.98 16,524.16

(iv) Furniture, fixtures

and office appliances 465.14 - 112.36 38.81 12.66 603.65 308.80 - 51.09 31.61 9.44 382.06 221.59 [Note (i)] 426.52 0.01 79.21 8.99 49.59 465.14 283.96 - 55.94 9.90 41.00 308.80 156.34

(v) Vehicles [Note (i)] 255.97 - 145.16 19.13 62.62 357.64 122.53 - 56.02 5.17 35.03 148.69 208.95 169.49 - 107.87 2.48 23.87 255.97 99.82 - 38.36 1.08 16.73 122.53 133.44

(vi) Computers and other

IT assets [Note (i)] 1,178.38 - 85.03 76.83 24.46 1,315.78 892.11 - 91.40 66.14 21.80 1,027.85 287.93 1,105.72 - 72.66 28.93 28.93 1,178.38 715.61 - 73.60 127.22 24.32 892.11 286.27

[II] Assets given on Lease:(i) Plant and machinery 398.96 - - - 3.03 395.93 382.24 - 4.86 - 6.95 380.15 15.78

398.96 - - - - 398.96 381.90 - 4.86 - 4.52 382.24 16.72

[III] Assets taken on Lease: (i) Leasehold land 1,073.49 - 3.36 126.97 9.72 1,194.10 46.33 - 8.91 0.40 - 55.64 1,138.46

1,008.68 - 24.67 42.62 2.48 1,073.49 35.69 - 9.58 1.02 (0.04) 46.33 1,027.16

(ii) Buildings 41.42 - 5.34 0.37 0.86 46.27 6.35 - 0.99 2.34 (0.43) 10.11 36.16 37.33 0.30 3.75 0.23 0.19 41.42 4.23 0.26 1.53 0.33 - 6.35 35.07

(iii) Plant and machinery 39.15 - - - - 39.15 28.76 - 2.62 0.02 - 31.40 7.75 62.15 - 0.34 0.06 23.40 39.15 42.98 - 8.52 - 22.74 28.76 10.39

(iv) Computers and

other IT assets 66.35 - 49.37 0.29 0.44 115.57 43.31 - 21.43 0.12 - 64.86 50.71 55.64 - 10.71 - - 66.35 30.56 - 12.72 0.03 - 43.31 23.04

TOTAL TANGIBLE ASSETS 59,170.64 - 6,444.02 5,415.01 345.14 70,684.53 36,408.42 - 3,349.14 4,051.44 243.05 43,565.95 27,118.58 53,068.95 2.81 4,988.86 1,687.55 577.50 59,170.67 32,477.12 1.08 3,171.80 1,259.68 501.23 36,408.45 22,762.22


(` in crores)

Notes:

(i) Includes plant, machinery and equipment, furniture, fixtures and office equipments, vehicles and computers having gross block of ` 158.58 crores, ` 1.41 crores, ` 1.57 croresand ` 119.50 crores (as at March 31, 2011 ` 154,50 crores, ` 0.67 crore, ` 0.58 crore and ` 141.58 crores), and net block of ` 5.51 crores, ` 0.08 crore, ` 0.02 crore, and ` 0.28crore (as at March 31, 2011 ` 6.30 crores, ` 0.02 crore, ` 0.02 crore and ` 0.48 crore) respectively, held for disposal.

(ii) Additions / adjustments include capitalisation of exchange loss of ` 165.08 crores (2010-2011 capitalisation of exchange loss of ` 54.18 crores).

(iii) Accumulated depreciation includes :

(a) Lease equalisation of ` 4.51 crores (2010-2011 ` 4.51 crores) adjusted in lease rental income.

(b) Depreciation of ` 51.73 crores (2010-2011 ` 41.10 crores) on revalued portion of gross block transferred to Revaluation Reserve.

12. Tangible Assets

(i) Technical know-how 37.29 - 0.12 0.01 - 37.42 26.29 - 0.52 - - 26.81 10.61 36.87 - 0.83 - 0.41 37.29 26.29 - 0.81 - 0.81 26.29 11.00

(ii) Computer software 1,686.07 - 383.59 208.00 22.39 2,255.27 1,056.21 - 287.02 126.75 11.64 1,458.34 796.93 1,365.46 3.00 313.13 53.04 48.56 1,686.07 721.92 1.91 325.23 26.42 19.27 1,056.21 629.86

(iii) Product development 6,828.41 - 4,946.72 763.48 - 12,538.61 1,948.45 - 1,890.37 227.51 0.05 4,066.28 8,472.33

cost 5,785.27 0.01 908.52 134.61 - 6,828.41 857.06 0.01 1,056.57 26.33 (8.48) 1,948.45 4,879.96

(iv) Trade marks and brand 2,841.73 - - 399.93 - 3,241.66 - - - - - - 3,241.66 2,706.53 - - 135.20 - 2,841.73 - - - - - - 2,841.73

(v) Developed technologies 898.79 - - 122.86 - 1,021.65 259.30 - 98.33 37.46 - 395.09 626.56 859.72 - - 39.07 - 898.79 150.00 - 101.10 7.56 (0.64) 259.30 639.49

TOTAL INTANGIBLE ASSETS 12,292.29 - 5,330.43 1,494.28 22.39 19,094.61 3,290.25 - 2,276.24 391.72 11.69 5,946.52 13,148.09 10,753.85 3.01 1,222.48 361.92 48.97 12,292.29 1,755.27 1.92 1,483.71 60.31 10.96 3,290.25 9,002.04

* Additions / adjustments include capitalisation of exchange loss of ` 25.47 crores (2010-2011 capitalisation of exchange gain of ` 0.69 crores).

(` in crores)

Particulars

Cost as atMarch 31,

2011

Acquisi-tions

Additions/adjust-ments *

Translationadjust-ment

Deduct-ions/

adjust-ments

Cost as atMarch 31,

2012

Accumul-ated

deprecia-tion as at

April 1, 2011

Accumul-ated

deprecia-tion onacquisi-

tions

Deprecia-tion forthe year

Translat-ion adjust-

ment-accumul-

ateddepreci-

ation

Deduct-ions/

adjust-ments

Accumu-lated

deprecia-tion up toMarch 31,

2012

Net bookvalue as

at March31, 2012

13. intangible Assets

Translat-ion adjust-

ment-accumul-

ateddepreci-

ation

Accumu-lated

deprecia-tion up toMarch 31,

2012[Note(iii)]

Particulars

Cost as atMarch 31,

2011

Acquisi-tions

Additions/adjust-ments

[Note (ii)]

Translationadjust-ment

Deduct-ions/

adjust-ments

Cost as atMarch 31,

2012

Accumul-ated

deprecia-tion as at

April 1, 2011

Accumul-ated

depreci-ation onacquisi-

tions

Deprecia-tion forthe year

Deduct-ions/

adjust-ments

Net bookvalue as

at March31, 2012


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1) Tata Cummins Ltd. India 5 0 . 0 0 9 0 . 0 0 - 2 0 6 . 6 1 2 9 6 . 6 150.00 90.00 - 155.09 245.09

2) Tata AutoComp Systems Ltd. India 2 6 . 0 0 7 7 . 4 7 - 1 3 . 3 4 9 0 . 8 126.00 77.47 - (22.97) 54.50

3) NITA Company Ltd. Bangladesh 4 0 . 0 0 1 . 2 7 ( 0 . 4 3 ) 6 . 3 4 7 . 6 140.00 1.27 (0.43) 6.67 7.94

4) Automobile Corporation of Goa Ltd. India 4 7 . 1 8 1 0 9 . 6 2 5 5 . 2 8 2 2 . 0 2 1 3 1 . 6 444.21 103.76 54.01 16.95 120.71

5) Jaguar Cars Finance Ltd UK 4 9 . 9 0 0 . 5 1 - - 0 . 5 149.90 0.51 - - 0.51

6) Telco Construction Equipment Company Ltd. India 4 0 . 0 0 8 0 . 2 0 0 . 2 0 5 7 . 7 7 1 3 7 . 9 7 40.00 80.20 0.20 155.69 235.89

7) Spark 44 Limited (w.e.f. June 27, 2011) UK 5 0 . 0 0 3 . 4 0 - - 3 . 4 0

Total 362.47 55.05 306.08 668.55353.21 53.78 311.43 664.64

(5) As per the shareholders agreement dated March 30, 2010, between Hitachi Construction Machinery Co. Ltd and the Company, shares of Telcon Construction

Equipment Company Limited owned by the Company are under restriction for sale, assign or transfer for a period of three years from the date of the agreement.

Name of the associatesSr. No.Country of

incorporationOwnership

interest (%)Original cost of

investment

Amount ofgoodwill/(Capital

Reserve) inoriginal cost

Share of postacquisition

Reserves andsurplus

Carryingamount of

investments

(` in crores)

As at As at

March 31, March 31,

2012 2011

14. Goodwill (on consolidation)Opening balance 3,584.79 3,422.87

Add: Goodwill on acquisitions - 27.67

Add: Addition due to increase in stake in subsidiary companies 204.13 -

Less: Impairment (139.18) (19.37)

Add: Impact of foreign currency translation 444.00 153.62

Closing balance 4,093.74 3,584.79

As at As at

March 31, March 31,

2012 2011

15. Non-current investments(A) Investments in equity accounted investees :

(a) Carrying amount of investments in associates (Note 4 below) 668.55 664.64

(b) Fully paid Cumulative Redeemable Preference shares (Unquoted) - 21.00

668.55 685.64

(B) Others (at cost)(i) Quoted

(a) Equity shares 297.98 285.64

(b) Bonds 2.69 2.44

(ii) Unquoted(a) Equity shares 353.49 344.00

(b) Cumulative redeemable preference shares 2.00 12.00

(c) Non convertible debentures 3.50 4.25

(d) Mutual fund 38.00 -

(e) Optionally convertible debentures 4.11 6.22

(f) Retained interest in securitisation transactions 0.38 0.58

702.15 655.13

(C) Provision for diminution in value of Investments (net) (4.16) (4.16)

(D) Advance against investments 25.00 -

Total 1,391.54 1,336.61

Notes:(1) Book value of quoted investments (other than in associates) 300.67 288.08

(2) Book value of unquoted investments (other than in associates) 422.32 362.89

(3) Market value of quoted investments (other than in associates) 288.35 337.13

(4) The particulars of investments in associate companies as of March 31, 2012 are as follows:

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(` in crores)

As at As at

March 31, March 31,

2012 2011

16. Long-term loans and advances(A) Secured :

Finance receivables (Note below) 10,339.93 6,791.35

10,339.93 6,791.35

(B) Unsecured:(a) Loans to employees 47.92 51.87

(b) Loan to Joint Venture (FIAT India Automobiles Ltd.) 132.50 132.50

(c) Taxes recoverable, statutory deposits and dues from government 724.60 872.66

(d) Capital advances 179.12 272.06

(e) Credit entitlement of Minimum Alternate Tax (MAT) 1,451.45 1,158.16

(f) Non-current income tax assets (net of provision) 534.26 431.46

(g) Others 248.17 108.24

3,318.02 3,026.95

13,657.95 9,818.30

As at As at

March 31, March 31,

2012 2011

Note:

Finance receivables (Gross) * 16,691.89 10,906.41

Less : Allowances for doubtful Loans ** (944.22) (810.79)

Total 15,747.67 10,095.62

Current portion 5,407.74 3,304.27

Non-current portion 10,339.93 6,791.35

15,747.67 10,095.62

* Loans are secured against hypothecation of vehicles

Includes on account of overdue securitised receivables 352.82 477.71

** Includes on account of securitised receivables 173.09 272.62

As at As at

March 31, March 31,

2012 2011

17. Other non-current assets(a) Prepaid expenses 42.67 35.41

(b) Prepaid debt issue cost 303.29 268.27

(c) Interest accrued on loans and deposits 39.02 28.59

(d) Derivative financial instruments 189.70 -

574.68 332.27

As at As at

March 31, March 31,

2012 2011

18. Foreign Currency Monetary Item Translation Difference Account (Net)Opening balance - (191.15)

(a) Exchange loss/(gain) during the year 1,086.52 (83.90)

(b) Amortisation of exchange fluctuation for the year (635.09) 275.05

Closing balance 451.43 -


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(` in crores)

As at As at

March 31, March 31,

2012 2011

19. Current investments(at Cost or fair value whichever is lower) (fully paid)A. Quoted

(a) Equity shares 0.93 6.49

(b) Securities - 0.02

0.93 6.51

B. Unquoted(a) Cumulative Redeemable Preference Shares 34.00 3.00

(b) Mutual fund 7,492.05 1,122.67

(c) Optionally convertible debentures 2.11 1.82

(d) Equity shares - 76.60

(e) Non-convertible debentures 0.75 0.75

(f ) Retained interest in securitisation transactions 0.26 0.23

7,529.17 1,205.07

Provision for diminution in value of Investments (net) (3.93) (3.93)

Total (A+B) 7,526.17 1,207.65

Notes:(1) Book value of quoted investments - 5.58

(2) Book value of unquoted investments 7,526.17 1,202.07

As at As at

March 31, March 31,

2012 2011

20. Inventories(a) Stores and spare parts (at or below cost) 178.39 172.36

(b) Consumable tools (at cost) 88.06 68.30

(c) Raw materials and components 2,011.65 1,964.57

(d) Work-in-progress 1,924.84 1,122.98

(e) Finished goods 13,378.42 10,353.45

(f ) Goods in-transit - Raw materials and components (at cost) 634.66 388.85

18,216.02 14,070.51

Note: Items (c), (d) and (e) above are valued at lower of cost and net realisable value.

As at As at

March 31, March 31,

2012 2011

21. Trade receivables (unsecured)(a) Over six months 593.47 867.15

(b) Others 7,969.58 5,895.27

8,563.05 6,762.42

Less : Allowances for doubtful debts (326.21) (236.77)

8,236.84 6,525.65

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(` in crores)

As at As at

March 31, March 31,

2012 2011

22. Cash and bank balances(A) Cash and cash equivalents(a) Cash on hand 21.56 24.61

(b) Cheques on hand 79.84 231.55

(c) Current account with banks # 6,419.09 3,360.43

(d) Bank deposits with upto 3 months maturity 8,312.53 5,728.82

14,833.02 9,345.41

(B) Other bank balances (with more than 3 months but less than 12 months maturity)(a) Bank deposits * 1,187.95 745.63

(b) Earmarked balances with banks 196.99 82.70

(c) Other restricted deposits 1,070.91 -

(d) Margin money / cash collateral with banks 40.50 230.49

2,496.35 1,058.82

(C) Other bank balances (with more than 12 months maturity)(a) Margin money / cash collateral with banks 218.44 528.60

(b) Bank deposits with more than 12 months maturity 690.32 15.10

(c) Other restricted deposits - 461.67

908.76 1,005.37

Total (A + B + C) 18,238.13 11,409.60

# Includes remittances in transit 50.47 386.34

* Includes unutilised proceeds from Qualified Institutional Placement issue - 505.00

As at As at

March 31, March 31,

2012 2011

23. Short-term loans and advances(A) Secured :

Finance receivables (Note 16, page 190) 5,407.74 3,304.27

5,407.74 3,304.27

(B) Unsecured:(a) Advances and other receivables 518.43 516.50

(b) Inter corporate deposits 50.42 47.46

(c) VAT, other taxes recoverable, statutory deposits

and dues from government 4,902.10 3,667.60

(d) Current income tax assets (net of provisions) 451.54 455.35

(e) Others 6.99 32.74

5,929.48 4,719.65

11,337.22 8,023.92

As at As at

March 31, March 31,

2012 2011

24. Other current assets(a) Prepaid debt borrowing cost 163.23 39.94

(b) Prepaid expenses 286.69 406.00

(c) Derivative financial instruments 395.04 364.83

(d) Interest accrued on loans and deposits 62.13 40.72

907.09 851.49


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(` in crores)

2011-2012 2010-2011

25. Total revenue(I) Revenue from operations

(a) Sale of products 1,67,071.32 1,23,647.98

(b) Sale of services 745.21 590.92

(c) Income from vehicle loan contracts (Note below) 2,061.08 1,468.23

1,69,877.61 1,25,707.13

(d) Other operating revenues 799.97 707.11

1,70,677.58 1,26,414.24

(II) Other income(a) Interest income 487.64 339.85

(b) Dividend income 37.92 67.00

(c) Profit on sale of investments (net) 48.45 17.35

(d) Profit on issue of shares by a subsidiary 47.36 -

(e) Other non-operating income 40.40 5.26

661.77 429.46

2011-2012 2010-2011

Note :Includes :

(a) Income from securitisation / sale of receivables of loan contracts (net) 45.90 75.56

(b) Interest income from loan contracts (net) 1,862.62 1,264.94

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(` in crores)

2011-2012 2010-2011

26. Employee cost / benefits expenses(a) Salaries, wages and bonus 9,780.46 7,515.04

(b) Contribution to provident fund and other funds 1,303.97 877.13

(c) Staff welfare expenses 1,214.02 950.50

12,298.45 9,342.67

2011-2012 2010-2011

27. Finance cost(a) Interest 3,182.42 2,229.72

Less: Transferred to capital account (777.76) (511.23)

2,404.66 1,718.49

(b) Discounting charges 577.56 666.78

2,982.22 2,385.27

2011-2012 2010-2011

28. Other Expenses(a) Processing charges 1,539.14 1,172.48

(b) Consumption of stores and spare parts 1,217.24 1,189.24

(c) Power and fuel 1,017.19 851.60

(d) Rent 128.84 104.72

(e) Repairs to buildings 101.51 69.85

(f ) Repairs to plant, machinery etc 175.42 228.45

(g) Insurance 227.18 161.71

(h) Rates and taxes 259.15 193.56

(i) Freight, transportation, port charges, etc. 3,734.55 2,436.93

(j) Publicity 5,398.40 4,089.95

(k) Excise duty on closing stock 116.80 139.05

(l) Works operation and other expenses (Note below) 14,538.55 11,065.55

28,453.97 21,703.09

Note :Works operation and other expenses include:

(i) Warranty and product liability expenses 3,427.45 2,927.68

(ii) Computer expenses 1,124.64 881.06

(iii) Lease rentals in respect of plant, machinery and equipment 185.64 117.62

(iv) Provision and write off of sundry debtors, vehicle loans and advances (net) 554.45 548.25

(v) Exchange gain (405.85) (78.06)


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2011-2012 2010-2011

29. Earnings Per Share(a) Profit for the year ` crores 13,516.50 9,273.62

(b) The weighted average number of Ordinary

shares for Basic EPS Nos. 269,15,42,867 258,88,00,690

(c) The weighted average number of 'A' Ordinary


(d) The nominal value per share (Ordinary and 'A' Ordinary) ` 2.00 10.00^

(e) Share of profit for Ordinary shares for Basic EPS ` crores 11,459.87 8,038.03

(f) Share of profit for 'A' Ordinary shares for Basic EPS * ` crores 2,056.63 1,235.59

(g) Earnings Per Ordinary share (Basic) # ` 42.58 31.05

(h) Earnings Per 'A' Ordinary share (Basic) # ` 42.68 31.15

(i) Profit for the year for Basic EPS ` crores 13,516.50 9,273.62

(j) Add: Interest payable on outstanding Foreign Currency

Convertible Notes ` crores 24.70 53.98

(k) Profit for the year for Diluted EPS ` crores 13,541.20 9,327.60

(l) The weighted average number of Ordinary


(m) Add: Adjustment for options relating to warrants, shares

held in abeyance, Foreign Currency Convertible Notes

and Convertible Alternative Reference Securities Nos. 15,11,25,112 23,34,05,703

(n) The weighted average number of Ordinary

shares for Diluted EPS Nos. 284,26,67,979 282,22,06,393

(o) The weighted average number of 'A' Ordinary


(p) Add: Adjustment for 'A' Ordinary shares

held in abeyance Nos. 3,05,518 4,97,650

(q) The weighted average number of 'A' Ordinary

shares for Diluted EPS Nos. 48,22,06,416 39,71,66,850

(r) Share of Profit for Ordinary shares for Diluted EPS ` crores 11,573.20 8,173.39

(s) Share of Profit for 'A' Ordinary shares for Diluted EPS * ` crores 1,968.00 1,154.21

(t) Earnings Per Ordinary share (Diluted) # ` 40.71 28.96

(u) Earnings Per 'A' Ordinary share (Diluted) # ` 40.81 29.06

* 'A' Ordinary shareholders are entitled to receive dividend @ 5% points more than the aggregate rate of dividend determined

by the Company on Ordinary shares for the financial year.

# Earnings Per Share of previous periods have been restated to make them comparable due to sub-division of shares of ` 10 each to

5 shares of ` 2 each.

^ Considered 5 shares of ` 2 each in calculation of EPS.

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30. Contingent liabilities, commitments (to the extent not provided for) :

Description of claims and assertions where a potential loss is possible, but not probable is reported under notes (1), (2) and (3) below :

As at As at

March 31, March 31,

2012 2011

(1) Claims against the company not acknowledged as debts 1,392.15 1,807.28

(2) Provision not made for income tax matters in dispute 171.05 452.05

(3) The claims / liabilities in respect of excise duty, sales tax and other matters

where the issues were decided in favour of the Company for which

Department is in further appeal 73.50 133.82

(4) The Company has given guarantees for liability in respect of receivables

assigned by way of securitisation 2,059.29 3,416.43

(5) Other money for which the Company is contingently liable:

(i) In respect of bills discounted and export sales on deferred credit 151.58 181.46

(ii) Cash margin / collateral 251.17 731.93

(iii) In respect of retained interest in securitisation transactions - 0.81

(iv) In respect of subordinated receivables 20.77 69.91

(v) Others 76.31 93.09

(6) Estimated amount of contracts remaining to be executed

on capital account and not provided for 5,961.81 5,025.31

(7) Purchase commitments 13,321.97 14,089.20

As at As at

March 31, March 31,

31. Disclosure in respect of leases : 2012 2011

(A) Finance leases :Assets taken on lease:(a) (i) Total of minimum lease payments 52.24 21.04





(ii) Present value of minimum lease payments 46.43 18.91

Present value of minimum lease payments for a period :




(b) A general description of the significant leasing arrangements -

The Company has entered into finance lease arrangements for computers and

data processing equipments from a vendor

(B) Operating leases :Assets taken on lease:(a) Total of minimum lease payments 392.40 255.64





(b) A general description of significant leasing arrangements-

The Company has entered into finance lease arrangements for computers and

data processing equipments from a vendor



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32. Related party disclosures for the year ended March 31, 2012(A) Related party and their relationship

Associates : Key Management Personnel :Tata AutoComp Systems Ltd Mr. P M Telang

Tata Cummins Ltd Mr. Carl Peter Forster (up to September 8, 2011)Tata Sons Ltd (Investing Party) In Subsidiary Companies :

Nita Company Ltd Dr. Ralf Speth

Tata Precision Industries (India) Ltd

Automobile Corporation of Goa Ltd

Jaguar Cars Finance Limited

Telco Construction Equipment Co Ltd

Spark 44 Limited (w.e.f. June 27, 2011)

Joint Ventures :Fiat India Automobiles Ltd

Tata HAL Technologies Ltd

(` in crores)(B) Transactions with the related parties

2011-2012Key Management

Joint Venture Associates Personnel Total

Purchase of goods 1,864.21 4,125.87 - 5,990.082,200.44 3,232.32 - 5,432.76

Sale of goods (inclusive of sales tax) 239.55 478.27 - 717.82 228.46 371.37 - 599.83

Purchase of investment - - - -

- 5.86 - 5.86

Services received 0.30 60.76 76.83 137.891.35 63.36 29.02 93.73

Services rendered 4.33 20.56 - 24.891.53 21.85 - 23.38

Finance given (including loans and equity) - 71.00 - 71.00- 89.00 - 89.00

Finance taken (including loans and equity) - 94.00 - 94.00 - 83.00 - 83.00

Interest / dividend paid/(received) (net) (16.45) 232.50 - 216.05(10.65) 177.93 - 167.28

(C) Balances with the related parties

Amount receivable 2.27 73.73 - 76.001.33 57.01 - 58.34

Amount payable 56.34 108.69 - 165.030.36 117.82 - 118.18

Amount receivable (in respect of loans, interest & dividend) 151.88 27.63 0.09 179.60149.27 30.83 0.10 180.20

Amount payable (in respect of loans, interest & dividend) - 30.20 - 30.20- - - -

Bills discounted (in respect of amount receivable) - 25.53 - 25.53- - - -

Bank guarantee / deposits given as security - 3.00 - 3.00 - 3.00 - 3.00

2011-2012 2010-2011

(D) Disclosure in respect of material transactions with related parties(i) Purchase of goods Tata Cummins Ltd 3,267.67 2,472.84

Fiat India Automobiles Ltd 1,864.21 2,200.44

Tata AutoComp Systems Ltd 561.80 455.51

(ii) Sale of goods Tata Cummins Ltd 250.53 227.49


Nita Company Ltd 168.75 105.24


(iii) Purchase of investments Tata Sons Ltd - 5.86

(iv) Services received Tata Sons Ltd 60.76 63.06

(v) Services rendered Tata Cummins Ltd 5.76 6.03



(vi) Finance given including loan and equity Automobile Corporation of Goa Ltd 36.00 89.00

Telco Construction Equipment Co. Ltd 35.00 -

(vii) Finance taken including loan and equity Automobile Corporation of Goa Ltd 59.00 83.00

Telco Construction Equipment Co. Ltd 35.00 -

(viii) Interest / dividend paid / (received)

Dividend paid Tata Sons Limited 290.77 240.86

Dividend received Tata Cummins Ltd (27.00) (22.50)

Dividend received Tata Sons Limited (10.60) (9.36)

Dividend received Telco Construction Equipment Co. Ltd (14.91) (23.86)

Interest received Fiat India Automobiles Ltd (59.19) (33.29)

Interest paid Fiat India Automobiles Ltd 42.74 22.65

Deposits given Tata Sons Limited - 3.00


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(`in crores)

33. Consolidated segment Information for the year ended March 31, 2012(A) Primary segment

Intersegment

Automotive Others eliminations TotalTata Intra

vehicles/ Jaguar segmentspares and and Land elimina-

financing Rover tions Totalthereof*

(a) RevenueExternal sales and income from other operations 59,846.67 104,750.93 - 1,64,597.60 1,056.89 - 1,65,654.49

50,766.06 70,467.34 - 1,21,233.40 894.52 - 1,22,127.92

Inter segment/Intra segment sales and other income 74.57 - (67.89) 6.68 891.69 (898.37) -33.65 - (28.78) 4.87 635.97 (640.84) -

Total revenue 59,921.24 104,750.93 (67.89) 1,64,604.28 1,948.58 (898.37) 1,65,654.4950,799.71 70,467.34 (28.78) 1,21,238.27 1,530.49 (640.84) 1,22,127.92

(b) Segment results before other income,finance cost, tax and exceptional items 4,152.00 12,359.45 - 16,511.45 294.88 (120.47) 16,685.86

4,274.10 7,750.78 - 12,024.88 203.48 (66.39) 12,161.97

(c) (i) Other income 661.77429.46

(ii) Finance cost (2,982.22)(2,385.27)

(iii) Exceptional items :

- Exchange gain / (Loss) (net) on revaluation of

foreign currency borrowings, deposits and loans (654.11) 231.01

- Goodwill impairment and other costs (177.43)-

(d) Profit before tax 13,533.8710,437.17

Tax (expense) / credit 40.04(1,216.38)

(e) Profit after tax 13,573.919,220.79

(f ) Segment assets 51,793.17 71,915.41 (40.09) 1,23,668.49 1,482.34 (568.02) 1,24,582.8143,917.08 47,058.84 (13.89) 90,962.03 1,244.97 (436.30) 91,770.70

(g) Segment liabilities 13,730.61 40,649.75 (40.09) 54,340.27 501.59 (153.90) 54,687.9614,570.96 26,412.94 (13.89) 40,970.01 407.83 (128.01) 41,249.83

(h) Other information(a) Depreciation and amortisation expense 2,043.96 3,570.48 - 5,614.44 10.94 - 5,625.38

1,709.86 2,925.67 - 4,635.53 19.98 - 4,655.51

(b) Capital expenditure 3,700.02 11,322.93 - 15,022.95 5.16 (121.01) 14,907.102,701.77 6,355.56 - 9,057.33 33.22 (66.27) 9,024.28

i) Segment assets exclude:(i) Deferred tax assets 4,539.33

632.34

(ii) Current and non-current investments 8,917.712,544.26

(iii) Foreign Currency Monetary Item Translation Difference Account 451.43-

(iv) Income tax assets (Net of provision) including MAT credit 2,437.252,044.97

(v) Other unallocated assets 4,454.114,021.91

20,799.839,243.48

* Tata Vehicles includes Tata Daewoo and Fiat traded vehicles


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i) Segment liabilities exclude:(i) Minority interest 307.13

246.60

(ii) Long-term borrowings

27,962.4817,256.00

(iii) Short-term borrowings 10,741.5913,106.15

(iv) Current maturities of long term debt 8,444.892,448.40

(v) Deferred tax liability 2,165.072,096.13

(vi) Proposed dividend and tax thereon 1 , 4 8 7 . 0 01,479.43

(vii) Provision for income tax 1,311.71506.90

(viii) Other unallocated liabilities 5 , 1 2 4 . 8 83,453.28

57,544.7540,592.89

(B) Secondary segment United UK Rest of India China Rest ofStates Europe World Total

Revenue from external customers 15,813.26 18,092.61 18,909.47 54,123.98 29,726.40 28,988.77 1,65,654.4914,765.34 13,850.20 15,060.59 45,051.44 11,633.58 21,766.77 1,22,127.92

Carrying amount of segment assets 4,942.36 50,151.01 5,736.44 48,528.88 5,000.15 10,223.97 1,24,582.812,302.41 37,920.36 1,987.31 40,706.83 2,785.35 6,068.44 91,770.70

Capital expenditure 9.39 11,154.88 34.04 3,433.72 118.71 156.36 14,907.1016.42 6,305.72 74.42 2,410.34 78.97 138.41 9,024.28

Notes:

(1) The Company has disclosed business segment as primary segment. Automotive segment consists of business of automobile products consisting of

all types of commercial and passenger vehicles including financing of the vehicles sold by the Company, wherever applicable. Others primarily include

engineering solutions and software operations.

(2) Segment revenues, expenses and results include transfer between business segments. Such transfers are undertaken either at competitive market

prices charged to unaffiliated customers for similar goods or at contracted rates. These transfers are eliminated on consolidation.


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34 (a) Defined benefit plans / Long term compensated absences

Gratuity, Superannuation and Compensated Absences Post-retirement MedicareBKY / PSY scheme

As at / for the year ended on March 31, 2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8 2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8 2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8

i Components of employer expenseCurrent service cost 46.66 35.79 31.60 31.60 26.75 27.95 22.29 18.66 18.31 15.22 4.22 3.67 3.27 2.79 2.93

Interest cost 55.26 47.96 44.96 43.98 40.55 17.83 14.07 12.16 12.53 11.22 8.14 7.23 7.05 5.80 5.03

Expected return on plan assets (49.74) (44.70) (42.18) (38.49) (36.09) - - - - - - - - - -

Past service cost - 0.07 0.57 3.07 - - - - - - - - - - -

Actuarial losses/(gains) 21.81 59.49 50.90 (5.57) 52.77 23.23 40.45 29.16 (8.89) 18.34 (6.02) 3.80 (0.14) 10.57 5.74

Total expense recognised in theProfit and Loss Statementin Note 26(b), page 194 : 73.99 98.61 85.85 34.59 83.98 69.01 76.81 59.98 21.95 44.78 6.34 14.70 10.18 19.16 13.70

(b) & (c) (a) (c)ii Actual contribution and benefit

payments

Actual benefit payments 56.26 64.43 63.95 67.01 68.43 32.26 33.00 23.60 29.55 28.77 3.90 4.13 4.38 4.51 4.65

Actual contributions 67.57 84.77 86.78 37.10 104.37 32.26 33.00 23.60 29.55 28.77 3.90 4.13 4.38 4.51 4.65

iii Net asset/(liability) recognised inbalance sheetPresent value of Defined Benefit Obligation 753.37 688.63 607.16 574.18 558.32 262.73 225.76 181.95 154.81 162.41 100.18 97.74 87.17 85.18 70.53

Fair value of plan assets 674.01 616.11 548.41 515.83 497.46 - - - - - - - - - -

Net asset/(liability) recognised inbalance sheet (79.36) (72.52) (58.75) (58.35) (60.86) (262.73) (225.76) (181.95) (154.81) (162.41) (100.18) (97.74) (87.17) (85.18) (70.53)


liabilities (7.73) (37.41) (4.41) (42.32) 39.33 N/A N/A N/A N/A N/A (2.83) 5.32 0.39 4.87 -


assets (3.16) 2.72 (5.11) 10.60 (8.08) N/A N/A N/A N/A N/A - - - - -

iv Change in Defined Benefit Obligations(DBO)Present value of DBO at beginning of year 688.63 607.16 574.18 558.32 513.74 225.76 181.95 154.81 162.41 146.40 97.74 87.17 85.18 70.53 61.48

Liability on acquisitions 0.43 - - - 0.73 0.22 - - - - - - - - -


Interest cost 55.26 47.96 44.96 43.98 40.55 17.83 14.07 12.16 12.53 11.22 8.14 7.23 7.05 5.80 5.03

Plan amendments - - 0.65 3.07 - - - - - - - - - - -

Actuarial (gains)/ losses 18.65 62.15 46.15 4.22 44.98 23.23 40.45 29.16 (8.89) 18.34 (6.02) 3.80 (0.14) 10.57 5.74

Benefits paid (56.26) (64.43) (63.95) (67.01) (68.43) (32.26) (33.00) (23.60) (29.55) (28.77) (3.90) (4.13) (4.38) (4.51) (4.65)

Sale of stake in subsidiary - - (26.43) - - - - (9.24) - - - - (3.81) - -

Present value of DBO at the end ofyear 753.37 688.63 607.16 574.18 558.32 262.73 225.76 181.95 154.81 162.41 100.18 97.74 87.17 85.18 70.53

v Change in fair value of assetsPlan assets at beginning of year 616.11 548.41 515.83 497.46 433.21 - - - - - - - - - -

Actual return on plan assets 46.59 47.36 37.43 48.28 28.31 - - - - - - - - - -

Actual Company contributions 67.57 84.77 86.78 37.10 104.37 32.26 33.00 23.60 29.55 28.77 3.90 4.13 4.38 4.51 4.65

Benefits paid (56.26) (64.43) (63.95) (67.01) (68.43) (32.26) (33.00) (23.60) (29.55) (28.77) (3.90) (4.13) (4.38) (4.51) (4.65)

Sale of stake in subsidiary - - (27.68) - - - - - - - - - - -

Plan assets at the end of year 674.01 616.11 548.41 515.83 497.46 - - - - - - - - - -

vi Actuarial assumptionsDiscount rate (%) 6.75-8.50 6.75-8.50 6.75-8.50 6.75-8.50 7.75-8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50 8.50

Expected return on plan assets (%) 8.00 8.00 8.00 8.00 8.00 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Medical cost inflation (%) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 4.00 4.00 4.00 4.00 4.00

vii The major categories of plan assetsas percentage to total plan assetsDebt securities 77% 7 5 % 7 6 % 7 8 % 6 9 % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Balances with banks 23% 2 5 % 2 4 % 2 2 % 3 1 % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

viii Effect of one percentage point One percentage point increase in One percentage point decrease inchange in assumed medical medical inflation rate medical inflation rateinflation rate

2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8 2012 2 0 1 1 2 0 1 0 2 0 0 9 2 0 0 8

Revised DBO 108.44 104.57 100.15 93.68 72.10 81.62 88.49 82.98 77.74 64.68

Revised service cost 4.88 4.30 3.78 3.21 3.12 3.04 3.16 2.80 2.50 2.35

Revised interest cost 8.85 7.97 7.78 5.96 5.54 6.81 6.59 6.42 5.30 4.54

(a) Defined contribution plans-

The Company’s contribution to defined contribution plan aggregated ̀ 250.60 crores (2010-11 ̀ 193.23 crores) for the year ended March 31, 2012 has been recognised in the Profit and Loss Statement

in note 26 (b) on page 194.

(b) The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation.

(c) The assumption of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the

employment market.

(d) The Company expects to contribute ̀ 91.04 crores to the funded pension plans in the year 2012-2013.


(` in crores)


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(b) Details of Severance indemnity plan applicable to Tata Daewoo Commercial Vehicle Co. Ltd. and Tata Daewoo Service Vehicle Co. Ltd., Korea.

ParticularsAs at / for the year ended on March 31, 2012 2011 2010 2009 2008

i Components of employer expenseCurrent service cost 21.18 20.32 17.54 14.75 18.90

Interest cost 10.26 10.28 8.85 7.64 6.87

Actuarial losses (8.39) (23.38) 19.75 19.96 7.69

Total expense recognised in theProfit and Loss Statement in Note 26(b), Page 194: 23.05 7.22 46.14 42.35 33.46

ii Actual contribution and benefit paymentsActual benefit payments 14.64 8.96 16.26 10.16 7.87

Actual contributions 14.64 8.96 16.26 10.16 7.87

iii Net liability recognised in balance sheetPresent value of Defined Benefit Obligation 252.58 220.62 217.23 174.83 156.50

Fair value of plan assets - - - - -

Net liability recognised in balance sheet (252.58) (220.62) (217.23) (174.83) (156.50)

Experience adjustment on plan liabilities 19.01 5.56 (20.09) (15.42) (14.08)

Experience adjustment on plan assets - - - - -

iv Change in Defined Benefit ObligationsPresent value of DBO at the beginning of the year 220.62 217.23 174.83 156.50 149.63

Current service cost 21.18 20.32 17.54 14.75 18.90

Interest cost 10.26 10.28 8.85 7.64 6.87

Actuarial losses (8.39) (23.38) 19.75 19.96 7.69

Benefits paid (14.64) (8.96) (16.26) (10.16) (7.87)

Exchange fluctuation 23.55 5.13 12.52 (13.86) (18.72)

Present value of DBO at the end of the year 252.58 220.62 217.23 174.83 156.50

v Change in fair value of assetsPlan assets at the beginning of the year N/A N/A N/A N/A N/A

Acquisition Adjustment N/A N/A N/A N/A N/A

Actual return on plan assets N/A N/A N/A N/A N/A

Actual Company contributions 14.64 8.96 16.26 10.16 7.87

Benefits paid (14.64) (8.96) (16.26) (10.16) (7.87)

Plan assets at the end of the year - - - - -

vi Actuarial assumptionsDiscount rate 4.03% 4.53% 4.84% 5.00% 5.38%

Expected return on plan assets N/A N/A N/A N/A N/A

Medical cost inflation N/A N/A N/A N/A N/A

The assumption of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors,

such as supply and demand in the employment market.


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(c) Details of defined benefit plans applicable to Jaguar and Land Rover group.Particulars Post-retirement Post-retirement

pension scheme medicare scheme

As at / for the year ended on March 31, 2012 2011 2010 2009 2012 2011 2010 2009

i Components of employer expenseCurrent service cost 780.53 752.63 480.03 483.89 0.46 0.64 0.53 0.47

Interest cost 1,829.87 1,529.40 1,555.04 1,263.37 0.53 0.71 0.61 0.47

Expected return on plan assets (1,833.99) (1,711.20) (1,314.87) (1,713.44) - - - -

Amortisation of past service cost 112.99 35.41 13.63 - - - - -

Curtailment - - (5.45) - - - - -

Settlement - (1.20) - - - - - -

Asset restriction - - - (14.62) - - - -

Actuarial Losses - - - 16.25 - - - -

Total expense recognised in theProfit and Loss Statement in Note 26, Page 194under item (b): 889.40 605.04 728.38 35.45 0.99 1.35 1.14 0.94

ii Actual Contribution and Benefit PaymentsActual benefit payments 866.72 910.70 826.05 563.68 - - - -

Actual contributions 1,760.55 1,545.97 398.06 552.64 - - - -

iii Amount recognised in Pension ReserveActuarial loss 1,490.14 1,391.86 642.93 2,585.69 0.84 (4.39) 1.67 -

Movement in restriction of pension assets (42.75) 888.67 (481.33) (959.22) - - - -

Onerous obligation (37.41) - - - - - - -

Economic benefit from pre payment of normal contribution (266.44) - - - - - - -

Deferred tax (1,272.50) - - - - - - -

Exchange fluctuation - - 102.13 (169.26) - - - -

Amount recognised in Pension Reserve (128.96) 2,280.53 263.73 1,457.21 0.84 (4.39) 1.67 -

iv Net liability recognised in Balance SheetPresent value of Defined Benefit Obligation 40,065.65 30,723.35 26,340.24 22,119.55 10.76 7.69 10.76 8.65

Fair value of plan assets 38,372.91 29,816.11 25,908.86 22,591.74 - - - -

Restriction of pension asset (229.00) (235.84) (17.64) (290.37) - - - -

Unrecognised actuarial gains and losses - - - (3.42) - - - -

Onerous obligation (1,001.94) (902.99) (233.72) (436.01) - - - -

Economic benefit from pre payment of normal contribution 284.52 (15.28) 5.10 - - - - -

Net asset recognised in balance sheet 15.49 6.72 3.06 261.67 - - - -

Net (Liability) recognised in balance sheet (2,654.65) (2,068.07) (680.70) (519.28) (10.76) (7.69) (10.76) (8.65)

Experience adjustment on plan liabilities 610.62 696.80 4,404.25 241.26 - - - -

Experience adjustment on plan assets (1,392.44) 217.97 3,826.63 4,890.97 - - - -

v Change in Defined Benefit Obligations (DBO)Present value of DBO at beginning of year 30,723.35 26,340.24 22,119.55 - 7.69 10.76 8.65 -

Liability on Acquisition - - - 26,595.11 0.46 - - 7.59

Current service cost 780.53 752.63 480.03 483.89 0.53 0.64 0.53 0.47

Interest cost 1,829.87 1,529.40 1,555.04 1,263.37 - 0.71 0.61 0.47

Amendments 51.53 35.41 12.25 - - - - -

Actual member contributions 112.99 46.39 147.81 237.87 0.84 - - -

Actuarial losses 2,797.44 1,608.01 4,902.21 (2,462.41) - (4.39) 1.67 (1.02)

Benefits paid (866.72) (910.70) (826.05) (563.69) - - - -

Expenses paid (1.22) (0.99) (0.15) (0.07) - - - -

Plan combinations - - 2.72 57.41 - - - -

Plan curtailment - - (5.45) - - - - -

Plan settlement - (9.42) (0.68) - - - - -

Exchange rates 4,637.88 1,332.38 (2,047.04) (3,491.93) 0.80 (0.03) (0.70) 1.14

Present value of DBO at the end of year 40,065.65 30,723.35 26,340.24 22,119.55 10.32 7.69 10.76 8.65

vi Change in fair value of assetsPlan assets at beginning of year 29,816.11 25,908.88 22,591.74 - N/A N/A N/A N/A

Plan assets on acquisition - - - 29,341.88 N/A N/A N/A N/A

Actual return on plan assets 3,141.29 1,927.28 5,574.15 (3,520.28) N/A N/A N/A N/A

Actual Company contributions 1,760.55 1,545.97 398.06 552.64 N/A N/A N/A N/A

Actual member contributions 51.53 46.39 147.81 237.87 N/A N/A N/A N/A

Benefits paid (866.72) (910.70) (826.04) (563.68) N/A N/A N/A N/A

Expenses paid (1.22) (0.99) (0.15) (0.07) N/A N/A N/A N/A

Plan combinations - - - 54.50 N/A N/A N/A N/A

Plan settlement - (8.22) (0.68) - N/A N/A N/A N/A

Exchange rates 4,471.37 1,307.50 (1,976.01) (3,511.12) N/A N/A N/A N/A

Plan assets at the end of year 38,372.91 29,816.11 25,908.88 22,591.74 N/A N/A N/A N/A

vii Actuarial assumptionsDiscount rate (%) 4.38-5.10 5.19- 5.50 5.50- 5.60 6.70-7.16 4.88 5.74 6.22 7.77

Inflation (%) 2.00-3.30 2.00-3.40 2.00-3.50 2.52-3.30 N/A N/A N/A N/A

Expected return on plan assets (%) 4.85-6.34 5.75-6.57 6.50 5.80-6.40 N/A N/A N/A N/A

Medical cost inflation (%) N/A N/A N/A N/A 4.50 4.20 7.80 4.90-8.10

viii The major categories of plan assets as percentageto total plan assetsEquity securities 19%-38.4% 20%-40% 39%-53% 27%-36% N/A N/A N/A N/A

Debt securities 38.4%-67% 40%-63% 39%-56% 36%-62% N/A N/A N/A N/A

Other 8%-23.2% 2.4%-20% 1%-23% 3%-29% N/A N/A N/A N/A

(a) Defined contribution plans-

Jaguar and Land Rover group’s contribution to defined contribution plan aggregated ` 82.45 crores (` 24.03 crores for the year ended March 31, 2011)

has been recognised in the Profit and Loss Statement in note 26(b) on Page 194.

(b) The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related

obligation.

(c) The assumption of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such

as supply and demand in the employment market.

(d) The Company expects to contribute ` 336.67 crores to the funded pension plans in the year 2012-2013.


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35. (i) Movement of provision for warranty and product liabilityOpening balance 4,126.19 3,743.37

Add: Provision for the year (net) (including additional provision for earlier years) 3,427.45 2,927.68

Less: Payments / debits (net of recoveries from suppliers) (2,857.76) (2,834.07)

Foreign currency translation 556.29 289.21

Closing balance 5,252.17 4,126.19

Current portion 2,731.40 2,196.06

Non-current portion 2,520.77 1,930.13

5,252.17 4,126.19

The provision is expected to be utilized for settlement of warranty claims within a period of 4 years.

(ii) Movement of provision for redemption of FCCN / CARSOpening balance 801.09 993.15

Foreign currency exchange loss / (gain) 100.99 (3.22)

Premium on redemption of FCCN (including withholding tax) (0.97) -

Reversal of provision for premium due to conversion of FCCN - (168.57)

Provision / (Reversal of provision) for withholding tax upon conversion /

redemption / foreign currency exchange of FCCN 11.39 (20.27)



Non-current portion 56.77 800.22

912.50 801.09

(iii) Movement of provision for residual riskOpening balance 50.23 106.91

Add: Provision for the year (net) 42.57 (221.83)

Less: Payments / debits - 166.03

Foreign currency translation 38.18 (0.88)




130.98 50.23

In certain markets, some subsidiaries are responsible for the residual risk arising on vehicles

sold by dealers on a leasing arrangement. The provision is based on the latest available market

expectations of future residual value trends. The timing of the outflows will be at the end of

the lease arrangements – being typically up to three years.

(iv) Movement of provision towards environmental costOpening balance 130.90 128.11

Add: Provision for the year (net) 19.47 -

Less: Payments (4.96) (3.54)

Foreign currency translation 19.45 6.33


Current portion - -


164.86 130.90

This provision relates to various environmental remediation costs such as asbestos removal and

land clean up. The timing of when these costs will be incurred is not known with certainty.


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36. The additional disclosure as required by AS 7 (Revised) on construction contracts:(a) Advance received is ` 27.75 crores (as at March 31, 2011 ` 13.57 crores)

(b) Retention money is ` 19.33 crores (as at March 31, 2011 ` 17.61 crores)

(c) Contract revenue recognised during the year is ` 119.51 crores (2010-11 ` 116.74 crores)

(d) Aggregate amount of costs incurred and recognised profits (less recognised losses) ` 381.25 crores (as at March 31, 2011 ` 305.63 crores)

37. Other notes(a) The following subsidiaries / joint venture have been considered on unaudited basis. Details for the same as per invdividual enity’s financials

are as under :

(` in crores)Net worth Total revenue Net increase /

As at for the year (decrease) inMarch 31, ended cash & cash

2012 March 31, equivalent during2012 2011-2012

(i) Subsidiaries :Tata Motors (SA) (Proprietary) Ltd 10.14 38.17 (2.61)

Tata Motors European Technical Centre Plc 41.26 233.13 97.85

Miljobil Greenland AS (69.00) 46.89 5.64

Tata Hispano Motors Carrocera S.A (428.27) 211.49 (31.24)

TML Holdings Pte Ltd, Singapore 214.48 3.42 (2.86)

Trilix S.r.l 7.39 42.26 (1.93)

Tata Precision Industries Pte Ltd 1.02 - (0.28)

(222.98) 575.36 64.57(ii) Joint Venture:Fiat India Automobiles Ltd 453.65 1,730.86 (17.83)

(b) The share of profit / (loss) in respect of investments in associate companies include figures which are considered as per unaudited financial

statements / profit and loss statement for the year ended March 31, 2012, as per details given below :

(` in crores)

Share in post Profit / (Loss)acquisition reserves for the year

and surplus endedMarch 31, 2012

Telco Construction Equipment Company Ltd. 57.77 (69.83)

Tata Cummins Ltd. 206.61 52.18

(c) During the year ended March 31, 2012, Jaguar Land Rover Plc., an indirect subsidiary of the Company has issued GBP 1,500 million equivalent

Senior Notes (Notes). The Notes issued includes GBP 500 million Senior Notes due 2018 at a coupon of 8.125% per annum, GBP 500 million Senior

Notes due 2020 at a coupon of 8.25% per annum, USD 410 million Senior Notes due 2018 at a coupon of 7.75% per annum and USD 410 million

Senior Notes due 2021 at a coupon of 8.125% per annum. The proceeds will be used to refinance existing debt and for general corporate

purposes.

(d) The Revised Schedule VI has become effective from April 1, 2011 for the preparation of financial statements.This has significantly impacted the

disclosure and presentation made in the financial statements. Previous year figures have been regrouped/ reclassified wherever necessary

to correspond with the current year classification / disclosure.

(e) Capital work-in-progress as at March 31, 2012 includes building under construction at Singur in West Bengal of ̀ 309.88 crores for the purposes

of manufacturing automobiles. In October 2008, the Company moved the Nano project from Singur in West Bengal to Sanand in Gujarat.The

newly elected Government of West Bengal enacted a legislation on June 14, 2011, which was notified on June 20, 2011, to cancel the land lease

relating to the project at Singur. The Company has challenged the legal validity of the legislation including the process of compensation in the

Courts of Law, the outcome of which is pending as of the date of approval of these financials by the Board of Directors. Based on management's

assessment no provision is considered necessary to the carrying cost of buildings at Singur.

(f ) Current year figures are shown in bold prints.


205

Notes :


Notes :

Attendance SlipAttendance SlipAttendance SlipAttendance SlipAttendance Slip

Members attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the

meeting hall.

I hereby record my presence at the SIXTY-SEVENTH ANNUAL GENERAL MEETING of the Company at Birla Matushri Sabhagar, 19, Sir Vithaldas

Thackersey Marg, Mumbai-400 020 at 3.00 p.m. on Friday, August 10, 2012.

..................................................................................................................................................................................................... .............................................................................

Full name of the Member (in block letters) Signature

Folio No.: ...............................................................DP ID No.* .......................................................................... Client ID No.* ........................................................................

*Applicable for member holding shares in electronic form

..................................................................................................................................................................................................... .............................................................................

Full name of the Proxy (in block letters) Signature

NONONONONOTES :TES :TES :TES :TES : 1. Member/Proxyholder wishing to attend the meeting must bring the Attendance Slip to the meeting.

2. Member/ Proxyholder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting.

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I/We...........................................................................................................................................................................................................

of ........................................................................................................ in the district of ................................................................... being

a Member/ Members of the above named Company hereby appoint ..........................................................................................................

............................................................. of ..................................................... in the district of ....................................................or failing

him/her ....................................................... of ....................................................... in the district of .........................................................

......... as my/our Proxy to attend and vote for me/us and on my/our behalf at the Sixty-seventh Annual General Meeting of the Company,

to be held on Friday, August 10, 2012 or at any adjournment thereof.

Signed this .................................................. day of ...................................................... 2012.

Folio No.: ................................................. DP ID No.* ................................................. Client ID No.* .................................................

* Applicable for members holding shares in electronic form

No. of Ordinary Shares ...................... Signature

No. of ‘A’ Ordinary Shares ......................

This form is to be used of the resolution. Unless otherwise instructed, the Proxy will act as he thinks fit.

**Strike out whichever is not desired.

NOTES : NOTES : NOTES : NOTES : NOTES : (i) The Proxy must be returned so as to reach the Registered Office of the Company at Bombay House, 24, Homi Mody Street,

Mumbai - 400 001, not less than FORTY-EIGHT HOURS before the time for holding the aforesaid meeting.

(ii) Those members who have multiple folio with different jointholders may use copies of this Attendance Slip/Proxy.

** in favour

** against

Affix

Revenue

Stamp

Registered Office: Bombay House, 24, Homi Mody Street, Mumbai - 400 001.

Registered Office: Bombay House, 24, Homi Mody Street, Mumbai - 400 001.

The Megapixel concept was launched in 2011.

A four-seater city-smart global Range Extended

Electric Vehicle (REEV) concept, the Megapixel caters

to the performance-seeking and environment-

conscious motorists.

Combining a lithium ion phosphate battery and an

on-board petrol engine generator for recharging on

the move, the Tata Megapixel offers a range of up to

900 km (with a single fuel tank), path-breaking CO2

emission of just 22 gm/km and fuel economy of 100

km/litre (under battery-only power).

The class-leading ‘Zero Turn’ drive system enables an

exceptional 2.8 metre turning radius.

MEGA VISION INTO THE FUTURE

The global imperative is fuel conservation and a move towards green

energy. Tata Motors is responding to this urgency by unveiling the

Megapixel, an advancement of the Pixel concept.

The class-leading ‘Zero

Turn’ drive system enables

an exceptional 2.8 metre

turning radius. 2.8metre

The at-home charging mechanism represents a

distinct innovation. The car needs to be parked over

the induction pad for charging to begin. An advanced

human machine interface (HMI), the console docking

point can connect a smart phone with the car.

The built-in large touchscreen HMI, at the centre of the

instrument panel, becomes a common access point for

the repertoire of the smart device, and for controlling

multiple functions (temperature, ventilation, driving

modes and performance).

The Megapixel harmonises Indian uniqueness (colours,

graphic themes or materials) with global styling

preferences. Leveraging the small-car knowhow from

Tata Nano, the Megapixel combines the richness of

tradition and innovativeness of technology.